REQUEST FOR PROPOSAL TO SETUP, MANAGE AND OPERATE MERCHANT ACQUIRING BUSINESS FOR STATE BANK GROUP REF: SBI/GITC/MAB /2017/2018/417 The Deputy General Manager, Merchant Acquiring Business IT Ops State Bank of India, GITC D222/2, First Floor, Omsagar Complex, Nerul MIDC, Navi Mumbai, Maharastra-400706
162
Embed
REQUEST FOR PROPOSAL TO SETUP, MANAGE AND OPERATE MERCHANT … · MERCHANT ACQUIRING BUSINESS FOR STATE BANK GROUP REF: SBI/GITC/MAB /2017/2018/417 The Deputy General Manager, Merchant
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
REQUEST FOR PROPOSAL TO SETUP, MANAGE AND OPERATE MERCHANT ACQUIRING BUSINESS FOR STATE BANK GROUP
REF: SBI/GITC/MAB /2017/2018/417
The Deputy General Manager, Merchant Acquiring Business IT Ops
State Bank of India, GITC D222/2, First Floor, Omsagar Complex,
Nerul MIDC, Navi Mumbai, Maharastra-400706
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 2 of 162
Part-1
S.N. Index
1 Invitation to Bid
2 Disclaimer
3 Definitions
4 Scope of work
5 Eligibility and technical criteria
6 Cost of Bid document
7 Clarifications and amendments on RFP/Pre-Bid meeting
8 Contents of Bid documents
9 Earnest Money Deposit (EMD)
10 Bid preparation and submission
11 Deadline for submission of Bids
12 Modification and withdrawal of Bids
13 Period of validity of Bids
14 Bid integrity
15 Bidding process/ opening of technical Bids
16 Technical Evaluation
17 Evaluation of price Bids and Finalization
18 Contacting the Bank
19 Award criteria
20 Power to vary or omit work
21 No waiver of Bank’s rights or successful Bidder’s liability
22 Contract amendment
23 Bank’s right to accept any Bid and to reject any or all Bids
24 Performance Bank Guarantee
25 Services
26 Compliance with IS Security Policy
27 Penalties
28 Right to verification
29 Purchase price
30 Right to audit
31 Sub-contracting
32 Validity of agreement
33 Limitation of liability
34 Confidentiality
35 Delay in vendor performance
36 Vendor’s obligations
37 Technical documentation
38 Patent/Intellectual Property Rights
39 Liquidated damages
40 Conflict of interest
41 Fraud and corrupt practices
42 Termination for default
43 Force majeure
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 3 of 162
44 Termination for insolvency
45 Termination for convenience
46 Disputes and arbitration
47 Governing languages
48 Applicable law
49 Taxes and Duties
50 Tax deduction at sources
51 Tender Fee
52 Notices
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 4 of 162
1. INVITATION TO BID:
i. State Bank of India (herein after referred to as ‘SBI/the Bank’, having its
Corporate Centre at Mumbai, various other offices (LHOs/ Head Offices
/Zonal Offices/Global Link Services, Global IT Centre, etc. of State Bank of
India, branches/other offices, other exchange companies available at
various locations and managed by the Bank (collectively referred to as State
Bank Group or ‘SBG’ hereinafter). This Request for Proposal (RFP) has
been issued by the Bank on behalf of SBG to Setup, Manage and Operate
Merchant Acquiring Business.
ii. In order to meet the Services requirements, the Bank proposes to invite
tenders from eligible vendors as per details/scope of work mentioned in
Annexure-E of this RFP document.
iii. Bidder shall mean any entity (i.e. juristic person) who meets the eligibility
criteria given in Annexure-B of this RFP and willing to provide the
Services as required in this bidding document. The interested Bidders who
agree to all the terms and conditions contained in this document may submit
their Bids with the information desired in this bidding document (Request for
Proposal).
iv. Address for submission of Bids, contact details including email address for
sending communications are given in part II of this RFP document.
v. The purpose of SBI behind this RFP is to seek a detailed technical and
commercial proposal for procurement of the Services desired in this
document. The Bank is already engaged in MAB activities. Further, Bank
may build its own complete in-house processing capabilities on its own or in
collaboration with a partner under a joint Venture.
vi. This document shall not be transferred, reproduced or otherwise used for
purpose other than for which it is specifically issued.
vii. Interested Bidders are advised to go through the entire document before
submission of Bids to avoid any chance of elimination. The eligible Bidders
desirous of providing Services to SBI are invited to submit their technical
and commercial proposal in response to this RFP. The criteria and the
actual process of evaluation of the responses to this RFP and subsequent
selection of the successful Bidder will be entirely at Bank’s discretion. This
RFP seeks proposal from Bidders who have the necessary experience,
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 5 of 162
capability & expertise to provide SBI the proposed Services adhering to
Bank’s requirements outlined in this RFP.
2. Disclaimer:
i. The information contained in this RFP document or information provided
subsequently to Bidder(s) whether verbally or in documentary form/email by
or on behalf of State Bank of India (Bank), is subject to the terms and
conditions set out in this RFP document.
ii. This RFP is not an offer by State Bank of India, but an invitation to receive
responses from the eligible Bidders. No contractual obligation whatsoever
shall arise from the RFP process unless and until a formal contract is signed
and executed by duly authorized official(s) of State Bank of India with the
selected Bidder. Further, Bank does not guarantee a minimum lock in
period, minimum commercials or the projected business / volumes.
iii. The purpose of this RFP is to provide the Bidder(s) with information to assist
preparation of their Bid proposals. This RFP does not claim to contain all
the information each Bidder may require. Each Bidder should conduct its
own investigations and analysis and should check the accuracy, reliability
and completeness of the information contained in this RFP and where
necessary obtain independent advices/clarifications. Bank may in its
absolute discretion, but without being under any obligation to do so, update,
amend or supplement the information in this RFP.
iv. The Bank, its employees and advisors make no representation or warranty
and shall have no liability to any person, including any Applicant or Bidder
under any law, statute, rules or regulations or tort, principles of restitution or
unjust enrichment or otherwise for any loss, damages, cost or expense
which may arise from or be incurred or suffered on account of anything
contained in this RFP or otherwise, including the accuracy, adequacy,
correctness, completeness or reliability of the RFP and any assessment,
assumption, statement or information contained therein or deemed to form
or arising in any way for participation in this bidding process.
v. The Bank also accepts no liability of any nature whether resulting from
negligence or otherwise, howsoever caused arising from reliance of any
Bidder upon the statements contained in this RFP.
vi. The issue of this RFP does not imply that the Bank is bound to select a
Bidder or to appoint the Selected Bidder or Concessionaire, as the case
may be, for the Project and the Bank reserves the right to reject all or any
of the Bidders or Bids without assigning any reason whatsoever.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 6 of 162
vii. The Bidder is expected to examine all instructions, forms, terms and specifications in the bidding Document. Failure to furnish all information required by the bidding Document or to submit a Bid not substantially responsive to the bidding Document in all respect will be at the Bidder’s risk and may result in rejection of the Bid.
3. Definitions: In this connection, the following terms shall be interpreted as indicated below: i. “The Bank” ‘means the State Bank of India (including domestic branches
and foreign offices), its subsidiaries and sponsored Regional Rural Banks.
ii. “Bidder/Service Provider/System Integrator” means an eligible
entity/firm submitting the Bid in response to this RFP.
iii. “Bid” means the written reply or submission of response to this RFP.
iv. “The Contract” means the agreement entered into between the Bank and the Vendor, as recorded in the Contract Form signed by the parties, including all attachments and appendices thereto and all documents incorporated by reference therein.
v. “Vendor/Service Provider” is the successful Bidder found eligible as
per eligibility criteria set out in this RFP, whose technical Bid has been accepted and who has emerged as L1/L2 Bidder as per the selection criteria set out in the RFP and to whom notification of award has been given by the Bank.
vi. “The Contract Price/Project Cost” means the price payable to the
Vendor under the Contract for the full and proper performance of its contractual obligations.
vii. “Services” shall mean and include the Services offered by
‘……………’,including but not limited to manage switching, install, Deinstall, Risk Management, Complaints management, staging, field services, MIS etc1 more particularly described elsewhere in this document. ‘Services’ shall also include the Implementation Services, Training Services and Maintenance Services etc. and other incidental services and other obligation of the service provider to be provided under this Agreement
viii. Various other Abbreviations used in this document are as under:
1Description of nature of service in detail.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 7 of 162
1 MAB Merchant Acquiring Business
2 RFP Request for Proposal
3 EMD Earnest Money Deposit
4 EDC Electronic Data Capture
5 PoS Point of Sale
6 PSTN Public Switched Telephone Network
7 GPRS General Packet Radio Service
8 mPoS Mobile Point of Sale
9 mVisa Mobile Visa
10 Bidder / Bidder Who purchases this tender document and
submits response to it
11 Successful
Bidder
Means the Bidder who is found to be the
lowest Bidder subject to compliance of all
Terms and Conditions of the RFP etc
12 Service
Provider
Respondent to the RFP document, also
abbreviated as Bidder
13 Bank Bank means State Bank of India, its
subsidiaries and Associate Banks
14 Card Schemes VISA, Mastercard, Rupay, AMEX or any
other such agency
15 AMEX American Express
16 NPCI National Payments Corporation of India
17 EMV Europay, Mastercard and Visa
18 TLE Terminal Line Encryption
19 UKPT Unique key per transaction
20 DUKPT Derived unique key per transaction
21 PCI-DSS Payment card industry data security standards
32 MIP/VAP/NFS/ Master Interface point / VISA access point/
National Financial switch/
33 NFC Near Field communication
34 ETC Electronic toll collection
35 On-Us
transaction
Transaction by SB group card on SB group
machine
36 Off-Us
transaction
Other Bank card (other than SB group) on
State Bank terminal
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 8 of 162
37 Card schemes
or simply
schemes
VISA, Mastercard, Rupay, AMEX etc
38 NAC Network Access connectors
39 ECR Electronic Cash register
40 TSP Technical Service Provider
41 TPS Transaction processing per second
42 BBPS Bharat Bill Payment System
4. Scope of Work: As given in Annexure-E of this document.
5. Eligibility and Technical Criteria:
i. Bid is open to all Bidders who meet the eligibility and technical criteria as given in Annexure-B & Annexure-C of this document. The Bidder has to submit the documents substantiating eligibility criteria as mentioned in this RFP document.
ii. The Bidder shall also submit PRE-CONTRACT INTEGRITY PACT along with technical Bid as prescribed by the Govt. of India (Annexure-L) duly signed by the Bidder on each page and witnessed by two persons. The agreement shall be stamped as applicable in the State where it is executed. Bid submitted without PRE-CONTRACT INTEGRITY PACT, as per the format provided in the RFP, shall not be considered.
iii. Bank also seek Bidder’s response on following aspects of MAB:
No. Parameter
A. Company’s Overview
1 Describe the size and scope of your organization/consortium member, if any,
(global, regional, national acquiring and processing businesses, ATMs, e-
commerce payment gateway, card processing etc.). Provide details of key
personnel of the Company with their contact details.
2 Provide information on your organization’s/consortium member, if any,
ownership structure, board and financials (revenue / growth / etc.) for the last
three years. Please attach copies of documents to support the information,
wherever required.
3 Describe any significant developments in your organization /consortium
member, if any, during the last three years, such as changes in ownership,
personnel reorganization, acquisitions and demergers etc. How these
developments are likely to impact the future business operations?
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 9 of 162
No. Parameter
4 Provide an annual breakdown of your acquiring (merchant acquiring and
internet acquiring separately) and processing businesses by regions
(particularly Europe, Asia, and US) in addition to that in India, in terms of:
Volume of Business, client wise, Percentage Year over Year Growth and
Market Share.
5 Please explain how long your organization /consortium is in the processing
of merchant acquiring business. Provide details of your existing clients,
number of terminals managed, average transaction volume (area wise) and
future plans in merchant acquiring business.
6 Provide details of regulatory non-compliance or other violations in this line
of activity by your organization/associate/JV in any country where you are
operating on your own or through associate or JV. Please also provide
details/nature of fine and /or penalty imposed, if any, on your Company/any
members of Consortium.
Transaction processing capabilities
1 Describe in detail the capabilities in terms of in-house competencies for
reconciliation and Dispute Resolution functionalities in MAB, etc..
2 Describe your Organization’s core competencies, target markets and physical
location, in terms of processing technology platforms for MAB and how SBI
can leverage on such ability.
3 Detail your organization’s capabilities in payment acquiring, routing and
processing and how these services are delivered – describe these by different
geographical regions, i.e. particularly for Europe, Asia and US with specific
reference to several variants of cards in terms of type, category and usage.
What other cards and non-card payment processing capabilities are available
with your organization?
4 Explain in detail the processing systems proposed in card acquiring that
supports multi-territory and multi-currency functionalities. Please indicate
whether they are regulatory and standards compliant.
5 Describe the various components of technology proposed to be used together
with indication of items that have to be procured from third parties. Also
explain the flexibilities of the system from customizing the solution to varied
business conditions perspective.
6 Describe the vendor / partner / dot-com relationships that are critical
components of operations service delivery. State their name and function.
7 Do you currently partner with other financial services institutions to provide
processing and settlement capabilities via your network? If so, provide
complete details thereof with specific reference to any restrictive/exclusive
arrangement agreed.
8 Explain your mechanism to product development, technical integration,
testing, roll out, performance monitoring and review processes
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 10 of 162
No. Parameter
9 Explain your ability to create infrastructure in new environment to ensure
smooth operations of business.
10 Describe any third party certifications, audits or attestations (e.g., EMV, PCI
certification, ISO certification for Data Security etc.) of your operations
infrastructure and provide details of all significant findings in brief.
11 Provide complete details of your Processing Platform(s) which is to be
offered to SBI in terms of Hardware, Software and Operating systems,
encryption, key management, security and firewall management etc.
12 Who developed the above Processing Platform and when it was last updated?
Whether your Company owns the Platform or is a licensee, if so who is the
licensor?
13 Describe how your application has been designed to integrate expeditiously
with business partner systems, while retaining performance efficiency,
robustness, besides being scalable and functionality versatile to
accommodate increasing volumes and changes in strategy and products.
Please define the broad architecture, process flow proposed and available
support structure for maintaining the system.
14 Describe the capabilities in terms of ability to provide sophisticated
Management Information; i.e. how will it be ensured that the
venture/company has access to the right tools and capabilities to enable Bank
to make ongoing business decisions for the acquiring business. Describe in
detail, the tools which are proposed to be used.
15 There would be a need for hosting the differential pricing structure in
processing competencies. The mechanism of recovering MDR and other
charges from merchants on an ongoing basis in an automated environment
may be described.
16 Explain the policy of settlement cycle with merchants and desirability of
having customized settlement cycles with different merchants.
17 Describe the operational, control and exception reports that would be
required by SBI. Elaborate on mechanism proposed to be followed to
generate such reports. Explain the procedure of providing such reports to the
concerned and utilization thereof for business developments.
18 Explain back-ups and disaster recovery set-ups to ensure continuity of
service in the event of system breakdown, hardware crash, software failure,
natural calamities, force majeure or any other un-foreseen circumstances.
Give details like minimum TAT, whether active – active setup can be
implemented.
19 Describe the technical details of the Switch like the number of cores, TPS
that can be handled, scalability, name and version of the Switch applications.
20 Describe the capabilities to process refunds or recoveries from terminal
holders. Refunds can be at a future date like ones in Railway ticket booking,
Airline ticket booking wherein the refunds can be after a considerable gap of
time.
Terminal Deployment and Management
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 11 of 162
No. Parameter
1 Advise your approach to terminal deployment, merchant training,
maintenance, servicing, support and merchant help desk facility etc., to be
extended at different locations. Which operating model you propose to adopt
for extending such services.
2 Propose a policy to be adopted for stocking the terminals at one or more
locations to ensure prompt deployment and attendance to customer
complaints etc.
3 Describe in detail the process of downloading merchant application on the
terminal at the time of installation and up-gradation thereof with latest
version as and when required
4 Describe what centralized terminal tracking mechanism would be deployed
with a view to constantly monitor position of each terminal deployed by the
Bank and ensure its activation and availability in a proactive manner to guard
against merchant using the terminal of competitor.
Merchant On-boarding
1 Explain the process of setting up the merchant once the information is
received by the service provider to activate the Merchant with Turn Around
Time (TAT) at each process. Advise when would the merchant be live and
able to accept card payments? Comment in the back drop of your past
experience.
2 Please describe the customer recruitment and customer service workflows in
detail (i.e. application, issue resolution, escalation, last minute change orders,
etc.) and which sectors cities / regions it is proposed to focus on and
prioritize.
3 Detail the overall approach to be taken for training in terms of merchant set
up and management. Explain in detail the complaint re-dressal mechanism to
meet in varied situations.
Risk Management
1 Detail the process to assess merchant risk at the point of recruitment. What
information would typically be required from SBI?
2 How risks at a transaction level across internet, POS and at a merchant level
will be managed?
3 Please provide details of chargeback management and online reporting /
management information.
4 Describe fraud and security management policy in vogue.
5 Describe the methods that would be utilized to segregate SBI’s data from
other institutions’ data if and when outside processing capabilities are used.
6 Describe the capability to implement a systematic change in terminal
application remotely.
7 Whether Risk monitoring is in house or outsourced?
8 Define default Risk parameters.
9 Selection of Merchant would be Bank’s responsibility. Risk monitoring will
be the responsibility of the Service provider. We expect the Service provider
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 12 of 162
No. Parameter
to follow the best industry practices which are in line with the various
regulations of the Regulatory authority and card schemes.
Migration Management
1 Advise your experience of migrating the boarded merchant accounts from an
existing technology platform to a new platform. The details of major
migration projects with no. of merchant accounts, time involved, transactions
processed and volumes generated etc. may be provided.
2 Recommend the process of migration of accounts that should be proactively
adopted to ensure smooth transition from existing platform to your own
platform. Migration can also occur from your Platform to Bank’s own
infrastructure in case Bank decides to go for its own infrastructure or in
collaboration with any other body / organization.
3 Describe the process of new key injunction of the new software (terminal)
application in the existing POS terminals being deployed by the service
provider.
5. Cost of Bid document:
The participating Bidders shall bear all the costs associated with or relating
to the preparation and submission of their Bids including but not limited to
preparation, copying, postage, delivery fees, expenses associated with any
demonstration or presentations which may be required by the Bank or any
other costs incurred in connection with or relating to their Bid. The Bank
shall not be liable in any manner whatsoever for the same or for any other
costs or other expenses incurred by a Bidder regardless of the conduct or
outcome of the bidding process.
7. Clarification and amendments on RFP/Pre-Bid Meeting
i. Bidder requiring any clarification of the bidding Document may notify the Bank in writing strictly as per the format given in Annexure-K at the address/by e-mail given in part II of this document within the date/time mentioned in the schedule of events.
ii. A pre-Bid meeting will be held on the date and time specified in the schedule
of events which may be attended by the authorized representatives of the Bidders interested to respond to this RFP.
iii. The queries received (without identifying source of query) and response of
the Bank thereof will be posted on the Bank’s website or conveyed to the Bidders.
iv. SBI reserves the right to amend, rescind or reissue the RFP, at any time
prior to the deadline for submission of Bids. The Bank, for any reason,
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 13 of 162
whether, on its own initiative or in response to a clarification requested by a
prospective Bidder, may modify the bidding Document, by amendment
which will be made available to the Bidders by way of
corrigendum/addendum. The interested parties/Bidders are advised to
check the Bank’s website regularly till the date of submission of Bid
document specified in the schedule of events/email and ensure that
clarifications / amendments issued by the Bank, if any, have been taken into
consideration before submitting the Bid. Such amendments/clarifications, if
any, issued by the Bank will be binding on the participating Bidders. Bank
will not take any responsibility for any such omissions by the Bidder. SBI, at
its own discretion, may extend the deadline for submission of Bids in order
to allow prospective Bidders a reasonable time to prepare the Bid, for taking
the amendment into account. Nothing in this RFP or any
addenda/corrigenda or clarifications issued in connection thereto is
intended to relieve Bidders from forming their own opinions and conclusions
in respect of the matters addresses in this RFP or any addenda/corrigenda
or clarifications issued in connection thereto.
v. No request for change in commercial/legal terms and conditions, other than
what has been mentioned in the RFP or any addenda/corrigenda or
clarifications issued in connection thereto, will be entertained and queries in
this regard, therefore will not be entertained.
vi. Queries received after the scheduled date and time will not be
responded/acted upon.
8. Contents of Bid documents:
i. The Bidder must thoroughly study/analyze and properly understand the
contents of this RFP document, its meaning and impact of the information
contained therein.
ii. Failure to furnish all information required in the bidding document or
submission of Bid not responsive to the bidding documents in any respect
will be at the Bidder’s risk and responsibility and the same may finally result
in rejection of its Bid. SBI has made considerable effort to ensure that
accurate information is contained in this RFP and is supplied solely as
guidelines for Bidders.
iii. Nothing in this RFP or any addenda/corrigenda or clarifications issued in
connection thereto, is intended to relieve Bidders from forming their own
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 14 of 162
opinions and conclusions in respect of the matters contained in RFP and its
addenda, if any.
iv. The Bid prepared by the Bidder, as well as all correspondences and
documents relating to the Bid exchanged by the Bidder and the Bank and supporting documents and printed literature shall be submitted in English.
v. The information provided by the Bidders in response to this RFP will become the property of SBI and will not be returned. Incomplete information in Bid document may lead to non-consideration of the proposal.
9. Earnest Money Deposit (EMD):
i. The Bidder shall furnish EMD for the amount and validity period mentioned
in Part II of this document.
ii. EMD is required to protect the Bank against the risk of Bidder’s conduct.
iii. The EMD may be in the form of a Demand Draft or Pay Order or Bank
Guarantee [on the lines of Annexure-G], issued by a Scheduled
Commercial Bank in India, other than State Bank of India, drawn in favour
of State Bank of India payable at Mumbai. In case, SBI is the sole Banker
for the Bidder, a Letter of Comfort from SBI would be acceptable.
iv. Any Bid not accompanied by EMD for the specified amount as mentioned
elsewhere in the RFP will be rejected as non-responsive.
v. The EMD of the unsuccessful Bidders shall be returned within 2 weeks from
the date of Bid finalisation.
vi. The EMD of successful Bidder will be discharged upon the Bidder signing
the Contract and furnishing the Performance Bank Guarantee for the amount and validity as mentioned in Part II of this RFP which should be strictly on the lines of format placed at Annexure-H.
vii. No interest is payable on EMD.
viii. The EMD may be forfeited:-
a) if a Bidder withdraws his Bid during the period of Bid validity specified
in this RFP; or b) if a Bidder makes any statement or encloses any form which turns out
to be false / incorrect at any time prior to signing of Contract; or
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 15 of 162
c) if the successful Bidder fails to sign the contract or furnish Performance Bank Guarantee, within the specified time period in the RFP/Purchase Order.
ix. If EMD is forfeited for any reasons mentioned above, the concerned Bidder
may be debarred from participating in the RFPs floated by the Bank/this
department, in future, as per sole discretion of the Bank.
10. Bid Preparation and submission:
i. The Bid is to be submitted in two separate envelopes. One of the
envelope is to be prominently marked as ‘Technical Proposal for providing _________ in response to the RFP No. ______dated ________. This envelope should contain following documents and properly sealed:
(a) Bid covering letter/Bid form on the lines of Annexure-A on Bidder’s letter
head. (b) Earnest Money Deposit (EMD) as specified in this document.
(c) A letter on Bidder’s letter head: -
(i) Mentioning details of EMD submitted, technical competence and
experience of the Bidder
(ii) Certifying that the period of the validity of the Bid is as per terms
of this RFP.
(iii) Confirming that the Bidder has quoted for all the items/Services
mentioned in this RFP in their commercial Bid.
(iv) Confirming that they agree with all the terms and conditions
mentioned in the RFP.
(v) Specific response with supporting documents in respect of
Eligibility Criteria as mentioned in Annexure-B and technical
eligibility criteria on the lines of Annexure-C.
(d) Bidder’s details as per Annexure-D on Bidder’s letter head.
(e) Any deviations sought from technical criteria/specifications given in RFP.
(f) Audited balance sheets and profit and loss account statement for last
three years
(g) A copy of board resolution or power of attorney showing that the
signatory has been duly authorized to sign the Bid document.
ii. A second sealed envelope prominently marked as Indicative Price Proposal for providing ____________ in response to the RFP No. __________ dated ________.This envelope should contain only
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 16 of 162
indicative price Bid strictly on the lines of Annexure-F. The Indicative Price must include all the price components mentioned. Prices are to be quoted in Indian Rupees only.
iii. Bidders may please note:
a. The Bidder should quote for the entire package on a single responsibility
basis for Services it proposes to provide.
b. A soft copy (Word format) on a CD should also be kept in a separate
envelope within the envelope of technical Bid. Voluminous documents
should be submitted only on CDs.
c. While submitting the Technical Bid, literature on the Services should be
segregated and kept together in one section / lot in a separate envelope. d. Care should be taken that the Technical Bid shall not contain any price
information. Such proposal, if received, will be rejected.
e. The Bid document shall be complete in accordance with various clauses of the RFP document or any addenda/corrigenda or clarifications issued in connection thereto, duly signed by the authorized representative of the Bidder and stamped with the official stamp of the Bidder. Board resolution authorizing representative to Bid and make commitments on behalf of the Bidder is to be attached.
f. Bids are liable to be rejected if only one (i.e. Technical Bid or Indicative Price
Bid) is received.
g. Prices quoted by the Bidder shall remain fixed for the period specified in part II of this document and shall not be subjected to variation on any account, including exchange rate fluctuations and custom duty. A Bid submitted with an adjustable price quotation will be treated as non-responsive and will be rejected.
h. If deemed necessary the Bank may seek clarifications on any aspect from
the Bidder. However that would not entitle the Bidder to change or cause
any change in the substances of the Bid already submitted or the price
quoted.
i. The Bidder may also be asked to give presentation for the purpose of
clarification of the Bid.
j. The Bidder must provide specific and factual replies to the points raised in
the RFP.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 17 of 162
k. The Bid shall be typed or written in indelible ink and shall be signed by the Bidder or a person or persons duly authorized to bind the Bidder to the Contract.
l. All the enclosures (Bid submission) shall be serially numbered with rubber
stamp of the participating Bidder. The person or persons signing the Bids shall initial all pages of the Bids, except for un-amended printed literature.
m. Any inter-lineation, erasures or overwriting shall be valid only if these are
initialled by the person signing the Bids.
n. The Bid document shall be spirally bound.
o. The Bank reserves the right to reject Bids not conforming to above.
p. The two NON-WINDOW envelopes shall be put together and sealed in an outer NON-WINDOW envelope.
q. All the envelopes shall be addressed to the Bank and deliver at the address
given in Part-II of this RFP and should have name and address of the Bidder on the cover.
r. If the envelope is not sealed and marked, the Bank will assume no
responsibility for the Bid’s misplacement or its premature opening.
11. Deadline for Submission of Bids:
a. Bids must be received by the Bank at the address specified and by the date and time mentioned in the “Schedule of Events”.
b. In the event of the specified date for submission of Bids being declared a
holiday for the Bank, the Bids will be received upto the appointed time on the next working day.
c. In case the Bank extends the scheduled date of submission of Bid
document, the Bids shall be submitted by the time and date rescheduled. All rights and obligations of the Bank and Bidders will remain the same.
d. Any Bid received after the deadline for submission of Bids prescribed, will
be rejected and returned unopened to the Bidder.
12. Modification and Withdrawal of Bids:
a. The Bidder may modify or withdraw its Bid after the Bid submission, provided that written notice of the modification, including substitution or withdrawal of the Bids, is received by the Bank, prior to the deadline
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 18 of 162
prescribed for submission of Bids.
b. A withdrawal notice may also be sent by Fax, but followed by a signed confirmation copy, not later than the deadline for submission of Bids.
c. No modification in the Bid shall be allowed, after the deadline for
submission of Bids.
d. No Bid shall be withdrawn in the interval between the deadline for
submission of Bid and the expiration of the period of Bid validity specified
by the Bidder on the Bid Form. Withdrawal of a Bid during this interval
may result in the forfeiture of EMD submitted by the Bidder.
e. Withdrawn Bids, if any, will be returned unopened to the Bidders.
13. Period of Validity of Bids:
a. Bids shall remain valid for 180 days from the date of reverse auction. A
Bid valid for a shorter period is liable to be rejected by the Bank as non-
responsive.
b. In exceptional circumstances, the Bank may solicit the Bidders’ consent
to an extension of the period of validity. The request and the responses
thereto shall be made in writing. A Bidder is free to refuse the request.
However, in such case, the Bank will not forfeit its EMD. However, any
extension of validity of Bids will not entitle the Bidder to revise/modify the
Bid document.
c. The Bank reserves the right to call for fresh quotes at any time during the
Bid validity period, if considered, necessary.
14. Bid integrity:
Willful misrepresentation of any fact within the Bid will lead to the
cancellation of the contract without prejudice to other actions that the Bank
may take. All the submissions, including any accompanying documents, will
become property of SBI. The Bidders shall be deemed to license, and grant
all rights to SBI, to reproduce the whole or any portion of their product for
the purpose of evaluation, to disclose the contents of submission to other
Bidders and to disclose and/ or use the contents of submission as the basis
for RFP process.
15. Bidding process/Opening of Technical Bids:
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 19 of 162
i. All the technical Bids received up to the specified time and date will
be opened for initial evaluation on the time and date mentioned in the
schedule of events available in part II of this document. The technical
Bids will be opened in the presence of representatives of the Bidders
who choose to attend the same. However, Bids may be opened even
in the absence of representatives of one or more of the Bidders.
ii. In the first stage, only technical Bid will be opened and evaluated.
Proposals of such Bidders satisfying eligibility criteria and agree to
comply with all the terms and conditions specified in the RFP will be
evaluated for technical criteria/specifications/eligibility. Only those
Bids complied with technical criteria shall become eligible for
commercial Bid opening and further RFP evaluation process.
iii. The Bank will examine the Bids to determine whether they are complete, required formats have been furnished, the documents have been properly signed, EMD for the desired amount and validity period is available and the Bids are generally in order. The Bank may, at its discretion waive any minor non-conformity or irregularity in a Bid which does not constitute a material deviation.
iv. Prior to the detailed evaluation, the Bank will determine the
responsiveness of each Bid to the bidding Document. For purposes of these Clauses, a responsive Bid is one, which conforms to all the terms and conditions of the bidding Document in toto, without any deviation.
v. The Bank’s determination of a Bid’s responsiveness will be based on
the contents of the Bid itself, without recourse to extrinsic evidence. vi. After opening of the technical Bids and preliminary evaluation, some
or all the Bidders may be asked to make presentations on the Software Solution/service proposed to be offered by them.
vii. If a Bid is not responsive, it will be rejected by the Bank and will not
subsequently be made responsive by the Bidder by correction of the non-conformity.
16. Technical Evaluation:
i. Technical evaluation will include technical information submitted as per technical Bid format, demonstration of proposed Services, reference calls and site visits, wherever required. The Bidder may highlight the
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 20 of 162
noteworthy/superior features of their Services. The Bidder will demonstrate/substantiate all claims made in the technical Bid to the satisfaction of the Bank, the capability of the Services to support all the required functionalities at their cost in their lab or those at other organizations where similar Services are in use.
ii. During evaluation and comparison of Bids, the Bank may, at its discretion ask the Bidders for clarification on the Bids received. The request for clarification shall be in writing and no change in prices or substance of the Bid shall be sought, offered or permitted. No post Bid clarification at the initiative of the Bidder shall be entertained.
iii. Technical Evaluation matrix and scoring is as under
Sr Parameter Max
Score
Marks
allotted
1 Availability of Switching, related Hardware, software and technical expertise :
Own ( Primary as well as DR) :20
Primary owned but DR outsourced :10
Both outsourced : 0
20
2 Experience in third party processing of Merchant Acquiring services (no. of years )
2 to 5 years : 5
Over 5 years: 10
10
3 Robustness and scalability of processing platform. Installed and utilized Capacity details should be provided. Terminals installed between : 100000 to 150000 : 5 Terminals installed above 150000: 10
10
4 Number of PoS / EDC transactions processed per annum (last Financial year):
Over 2 crore : 10
Between 50 lakhs and 2 crore: 5
Less than 50 Lakhs - 3
10
5 Value added services: PC PoS Integration – 5 DCC – 5 Cash@PoS – 5 EMI – 5
20
6 Call centre available with :
More than 10 employees – 8
More than 5 but less than 10 employees – 5
Less than 5 employees - 3
Auto call log is also available - 2
10
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 21 of 162
7 Speed to market (Service provider’s readiness to roll out the service). Complete process with time lines may be provided.
On award of tender: 10
Upto three months: 5
Over three months: 0
10
8 Range of services offered by the service providers
In addition to normal transactions , full marks if AMEX acquiring, mVISA, Bharat QR, ETC, refund: 15
If above options within three months of award: 10
Only normal transactions i.e VISA, Mastercard and Rupay: 0
15
9 Approach to terminal deployment, training, support and call centre facilities
10
10 Business Continuity Plan and Disaster Recovery arrangements of service provider
If Yes – 10
If No - 0
10
11 Suitability of Fraud Monitoring Tools and Risk management techniques proposed
If yes – 10
If No but within three months of award – 5
If No - 0
10
12 No of centres staffed by the vendor to support the merchant acquiring activities.
Upto 50 : 2
Between 50 and 100: 3
Over 100: 5
5
13 Suitability of Migration Mechanism from existing TSP and to Bank’s own platform (in case Bank commissions its own infrastructure or any platform as per the desire of the Bank)
10
14 Ability to interact and connect with other Aggregators like Pinelabs, Innoviti, Ezetap etc
If all three – 10
If No but within three months – 5
If No - 0
10
15 Availability of Remote Terminal Management 10
16 Availability of portal for merchants to view transactions, statements online.
If yes – 5
If No - 0
5
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 22 of 162
17 Sharing of FIRC certificates at monthly (or as decided by Bank), input files for GST tax engine basis which GST would be calculated: Yes: 5 No: 0
5
18 Capability to migrate Merchants from existing platform to your own and vice versa: Over 20,000 terminals per month – 20 Between 10,000 to 20,000 terminals per month -15 Less than 10,000 terminals per month - 10
20
Maximum marks 200
Overall Total marks by Technical Evaluation Committee for Presentation / Demonstration
50
Maximum Marks under:
250
Commercial bids of Bidders with score of 75% or less in technical evaluation will not be considered. The evaluation will also take into account:
State of the art solution offered by the Bidder to any noticeable Bank in India.
The Bidder should furnish the details when requested.
Is the proposed hardware / Infrastructure capable of handling the projected
volumes and offers a proven solution to meet the requirement
Is the solution offered by the Bidder a complete system as a project and has
not integrated any third party solution
Since the development in IT in terms of hardware and software keep
developing, will the Bidder keep its infrastructure up-dated?
Capability of the proposed solution to meet future requirements not outlined
in the RFP
In house capability of software development
Bidder support facilities: what and how the Bidder will support the terminal
holders as well as Bank ( email, SMS, toll free numbers etc)
17. Evaluation of Price Bids and Finalization:
i. The envelope containing the Commercial Bids of only those Bidders, who
are short-listed after technical evaluation, would be opened.
ii. All the Bidders who qualify in the evaluation process shall have to participate
in the online reverse auction to be conducted by Bank’s authorized service
provider on behalf of the Bank, details of which are given in Part II of this
RFP document.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 23 of 162
iii. Shortlisted Bidders shall be willing to participate in the reverse auction
process and must have a valid digital signature certificate. Such Bidders will
be trained by Bank’s authorized service provider for this purpose. Bidders
shall also be willing to abide by the e-business rules for reverse auction
framed by the Bank / Authorised service provider. The details of e-business
rules, processes and procedures will be provided to the short-listed Bidders.
iv. The L1 Bidder will be selected on the basis of net total of the price evaluation
as quoted in the Reverse Auction. Reverse auction shall be conducted on the grand total of col D of the indicated commercial bid.
v. L2 will be awarded 30% of the new terminals provided L2 matches L1 in the grand total.
vi. The successful Bidder is required to provide price confirmation and price breakup strictly on the lines of Annexure-F within 48 hours of conclusion of the Reverse Auction, failing which Bank may take appropriate action.
vii. Errors, if any, in the price breakup format will be rectified as under:
(a) If there is a discrepancy between the unit price and total price which is
obtained by multiplying the unit price with quantity, the unit price shall
prevail and the total price shall be corrected unless it is a lower figure.
If the Bidder does not accept the correction of errors, the Bid will be
rejected.
(b) If there is a discrepancy in the unit price quoted in figures and words,
the unit price in figures or in words, as the case may be, which
corresponds to the total Bid price for the Bid shall be taken as correct.
(c) If the vendor has not worked out the total Bid price or the total Bid price
does not correspond to the unit price quoted either in words or figures,
the unit price quoted in words shall be taken as correct.
(d) The Bidder should quote for all the items/Services desired in this RFP.
In case, prices are not quoted by any Bidder for any specific product
and / or Service, for the purpose of evaluation, the highest of the prices
quoted by other Bidders participating in the bidding process will be
reckoned as the notional price for that service, for that Bidder. However,
if selected, at the time of award of Contract, the lowest of the price(s)
quoted by other Bidders (whose Price Bids are also opened) for that
service will be reckoned. This shall be binding on all the Bidders.
However, the Bank reserves the right to reject all such incomplete Bids.
18. Contacting the Bank:
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 24 of 162
i. No Bidder shall contact the Bank on any matter relating to its Bid, from the time of opening of Price Bid to the time, the Contract is awarded.
ii. Any effort by a Bidder to influence the Bank in its decisions on Bid evaluation, Bid comparison or contract award may result in the rejection of the Bidder’s Bid.
19. Award Criteria:
i. Bank will notify successful Bidder(s) L1, L2 (if any) in writing by letter or
fax/email that its Bid has been accepted. The Selected Bidder has to return
the duplicate copy of the same to the Bank within 7 working days, duly
Accepted, Stamped and Signed by Authorized Signatory in token of
acceptance. Contract will be awarded between L1 and L2 (if any) in the ratio
of 70:30 respectively which will be arrived at by allocation / distribution of
fresh installations.
ii. The successful Bidder will have to submit Non-disclosure Agreement
(wherever applicable), Performance Bank Guarantee for the amount and validity as desired in part II and strictly on the lines of format given at Annexure-H of this document together with acceptance of all terms and conditions of RFP.
iii. Copy of board resolution or power of attorney showing that the signatory
has been duly authorized to sign the acceptance letter, contract and NDA should be submitted.
iv. The notification of award will constitute the formation of the Contract.
v. The successful Bidder shall be required to enter into a contract/ SLA with
the Bank, within 30 days of award of the tender or within such extended period as may be decided by the Bank.
vi. Until the execution of a formal contract, the Bid document, together with the
Bank’s notification of award and the vendor’s acceptance thereof, would constitute a binding contract between the Bank and the successful Bidder.
vii. The contract/ agreement will be based on Bidder’s offer document with all
its enclosures, modifications arising out of negotiation /clarifications etc and will include SLA, project plan – phases & milestones and schedule, copies of all necessary documents, licenses, certifications etc
viii. The Bank reserves the right to stipulate, at the time of finalization of the
contract, any other document(s) to be enclosed as a part of the final contract.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 25 of 162
ix. Failure of the successful Bidder to comply with the requirements/terms and conditions of this RFP shall constitute sufficient grounds for the annulment of the award and forfeiture of the EMD and/or PBG.
x. Upon notification of award to the L1 and L2 (if any) Bidder(s), the Bank will promptly notify the award of contract to the successful Bidder on the Bank’s website. The EMD of each unsuccessful Bidder will be discharged and returned.
20. Powers to Vary or Omit Work:
i. No alterations, amendments, omissions, additions, suspensions or
variations of the work (hereinafter referred to as variation) under the contract
shall be made by the successful Bidder except as directed in writing by
Bank. The Bank shall have full powers, subject to the provision herein after
contained, from time to time during the execution of the contract, by notice
in writing to instruct the successful Bidder to make any variation without
prejudice to the contract. The finally selected Bidder shall carry out such
variation and be bound by the same conditions as far as applicable as
though the said variations occurred in the contract documents. If any,
suggested variations would, in the opinion of the finally selected Bidder, if
carried out, prevent him from fulfilling any of his obligations under the
contract, he shall notify Bank thereof in writing with reasons for holding such
opinion and Bank shall instruct the successful Bidder to make such other
modified variation without prejudice to the contract. The finally selected
Bidder shall carry out such variation and be bound by the same conditions
as far as applicable as though the said variations occurred in the contract
documents. If the Bank confirms its instructions, the successful Bidder’s
obligations shall be modified to such an extent as may be mutually agreed,
if such variation is substantial and involves considerable extra cost. Any
agreed difference in cost occasioned by such variation shall be added to or
deducted from the contract price as the case may be.
ii. In any case in which the successful Bidder has received instructions from
the Bank as to the requirements for carrying out the altered or additional
substituted work which either then or later on, will in the opinion of the finally
selected Bidders, involve a claim for additional payments, such additional
payments shall be mutually agreed in line with the terms and conditions of
the order.
iii. If any change in the work is likely to result in reduction in cost, the parties
shall agree in writing so as to the extent of change in contract price, before
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 26 of 162
the finally selected Bidder(s) proceeds with the change. In all the above
cases, in the event of a disagreement as to the reasonableness of the said
sum, the decision of the Bank shall prevail.
21. No Waiver of Bank Rights or Successful Bidder’s Liability:
Neither any sign-off, nor any payment by the Bank for acceptance of the whole
or any part of the work, nor any extension of time, nor any possession taken
by the Bank shall affect or prejudice the rights of Bank against the finally
selected Bidder(s), or relieve the finally selected Bidder(s) of his obligations for
the due performance of the contract, or be interpreted as approval of the work
done, or create liability in the Bank to pay for alterations/ amendments/
variations, or discharge the liability of the successful Bidder(s) for the payment
of damages whether due, ascertained, or certified or not or any sum against
the payment of which he is bound to indemnify the Bank nor shall any such
certificate nor the acceptance by him of any such amount paid on account or
otherwise affect or prejudice the rights of the successful Bidder against Bank.
22. Contract Amendments:
No variation in or modification of the terms of the Contract shall be made,
except by written amendment, signed by the parties.
23. Bank’s Right to Accept Any Bid and to Reject Any or All Bids:
The Bank reserves the right to accept or reject any Bid in part or in full or to
cancel the bidding process and reject all Bids at any time prior to contract
award, without incurring any liability to the affected Bidder or Bidders or any
obligation to inform the affected Bidder or Bidders of the grounds for the
Bank’s action.
24. Performance Bank Guarantee:
i. Performance Bank Guarantee [PBG] of the amount with validity period
specified in Part II of this RFP strictly on the format at Annexure-H is
to be submitted by the finally selected Bidder. The PBG has to be
issued by a Scheduled Commercial Bank other than SBI and needs to
be submitted within the specified time of receipt of formal
communication from the Bank about their Bid finally selected.
Purchase Order will be released only after receipt of the Performance
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 27 of 162
Bank Guarantee. In case, SBI is the sole Banker for the Bidder, a Letter
of Comfort from SBI may be accepted.
ii. The PBG is required to protect the interest of the Bank against the risk
of non-performance of the successful Bidder in respect of successful
implementation of the project which may warrant invoking of PBG, also
if any act of the supplier results in imposition of Liquidated Damages
then also the Bank reserves the right to invoke the PBG.
25. Services:
Bidder should ensure that the quality of methodologies for delivering the services, adhere to quality standards/timelines stipulated therefor.
26. Compliance with IS Security Policy:
The Vendor shall have to comply with Bank’s IT & IS Security policy in key concern areas relevant to the RFP, details of which will be shared with the finally selected Bidder. Some of the key areas are as under:
i. Responsibilities for data and application privacy and confidentiality
ii. Responsibilities on system and software access control and
administration
iii. Custodial responsibilities for data, software, hardware and other
assets of the Bank being managed by or assigned to the Vendor
iv. Physical Security of the facilities
v. Physical and logical separation from other customers of the Vendor
vi. Incident response and reporting procedures
vii. Password Policy of the Bank
viii. Data Encryption/Protection requirements of the Bank.
ix. In general, confidentiality, integrity and availability must be ensured.
27. Penalties:
As mentioned in Annexure-I of this RFP.
28. Right to Verification:
The Bank reserves the right to verify any or all of the statements made by
the Bidder in the tender document and to inspect the Bidder’s facility, if
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 28 of 162
necessary, to establish to its satisfaction about the Bidder’s
capacity/capabilities to perform the job.
29. Purchase Price:
i. Total cost of Services would be the Total Cost of Ownership (TCO) and has
to be quoted in commercial Bid.
ii. The applicable TDS will be deducted at the time of payment of invoices.
iii. Terms of payment are given in Part-II of this RFP document.
iv. Prices payable to the Vendor as stated in the Contract shall be firm and not
subject to adjustment during performance of the Contract, irrespective of
reasons whatsoever, including exchange rate fluctuations, any upward
revision in duties, charges, etc.
30. Right to Audit:
i. The Selected Bidder (Service Provider) has to get itself annually audited by
internal/ external empanelled Auditors appointed by the Bank/ inspecting
official from the Reserve Bank of India or any regulatory authority, covering
the risk parameters finalized by the Bank/ such auditors in the areas of
products (IT hardware/ software) and services etc. provided to the Bank
and the Service Provider is required to submit such certification by such
Auditors to the Bank. The Service Provider and or his / their outsourced
agents / sub – contractors (if allowed by the Bank) shall facilitate the same
The Bank can make its expert assessment on the efficiency and
effectiveness of the security, control, risk management, governance
system and process created by the Service Provider. The Service Provider
shall, whenever required by the Auditors, furnish all relevant information,
records/data to them. All costs for such audit shall be borne by the Bank.
ii. Where any deficiency has been observed during audit of the Service
Provider on the risk parameters finalized by the Bank or in the certification
submitted by the Auditors, the Service Provider shall correct/resolve the
same at the earliest and shall provide all necessary documents related to
resolution thereof and the auditor shall further certify in respect of resolution
of the deficiencies. The resolution provided by the Service Provider shall
require to be certified by the Auditors covering the respective risk
parameters against which such deficiencies have been observed.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 29 of 162
iii. Service Provider shall, whenever required by the Bank, furnish all relevant
information, records/data to such auditors and/or inspecting officials of the
Bank/Reserve Bank of India and or any regulatory authority. The Bank
reserves the right to call and/or retain for any relevant material information
/reports including audit or review reports undertaken by the service provider
(e.g., financial, internal control and security reviews) and findings made on
Selected Bidder in conjunction with the services provided to the Bank.
31. Subcontracting:
i. As per scope of the RFP, subcontracting is prohibited. However, if the
Bidder subsequently wishes to sub-contract the scope of work, it will have
to obtain specific written permission from the Bank before contracting any
work to subcontractors. Bank at its own discretion may permit or deny the
same.
ii. In case subcontracting is permitted by the Bank, the contracting vendor will
be responsible for all the services provided to the Bank regardless of which
entity is conducting the operations. The contracting vendor is also
responsible for ensuring that the sub-contractor comply with all security
requirements of the contract and the Bank can obtain independent audit
report for the same. In such a case, the Bidder shall provide subcontracting
details to the Bank and if require, Bank may evaluate the same.
32. Validity of Agreement:
The Agreement/ SLA will be valid for the period as specified in scope of
work. The Bank reserves the right to terminate the Agreement as per the
terms of RFP.
33. Limitation of liability:
i. For breach of any obligation mentioned in this RFP, subject to obligations
mentioned in this clause, in no event Service Provider shall be liable for
damages to the Bank arising under or in connection with this Agreement for
an amount exceeding the total Cost of the Project. Service provider will
ensure Bank’s data confidentiality and shall be responsible for liability
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 30 of 162
arising in case of breach of any kind of security and/or leakage of
confidential customer/Bank’s related information to the extent of loss so
caused.
ii. The limitations set forth herein shall not apply with respect to:
a) claims that are the subject of indemnification pursuant to IPR
infringement, b) damage(s) occasioned by the gross negligence, fraud or
willful misconduct of Service Provider, c) damage(s) occasioned by Service Provider for breach of
Confidentiality Obligations, d) When a dispute is settled by the Court of Law in India. e) Regulatory or statutory fines imposed by a Government or
Regulatory agency for non-compliance of statutory or regulatory guidelines applicable to the Bank, provided such guidelines were brought to the notice of Service Provider.
34. Confidentiality:
i. Bidder acknowledges and agrees that all tangible and intangible information
obtained, developed or disclosed including all documents, contract,
purchase order to be issued, data papers and statements and trade secret
of the Bank relating to its business practices and their competitive position
in the market place provided to the selected Bidder by the Bank in
connection with the performance of obligations of Bidder under the purchase
order to be issued, in part or complete shall be considered to be confidential
and proprietary information (“Confidential Information”) and shall not be
disclosed to any third party/published without the written approval of the
Bank.
ii. The Confidential Information will be safeguarded and Bidder will take all the
necessary action to protect it against misuse, loss, destruction, alterations
or deletions thereof. In the event of a breach or threatened breach by Bidder
of this section, monetary damages may not be an adequate remedy;
therefore, Bank shall be entitled to injunctive relief to restrain Bidder from
any such breach, threatened or actual.
iii. Any document, other than the Contract itself, shall remain the property of
the Bank and shall be returned (in all copies) to the Bank on completion of
the Vendor’s performance under the Contract, if so required by the Bank.
35. Delay in the Vendor’s Performance:
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 31 of 162
i. Services shall be made by the Vendor within the timelines prescribed in part
II of this document.
ii. If at any time during performance of the Contract, the Vendor should
encounter conditions impeding timely delivery and performance of Services,
the Vendor shall promptly notify the Bank in writing of the fact of the delay,
it’s likely duration and cause(s). As soon as practicable after receipt of the
Vendor’s notice, the Bank shall evaluate the situation and may, at its
discretion, extend the Vendors’ time for performance, in which case, the
extension shall be ratified by the parties by amendment of the Contract.
iii. Any delay in performing the obligation/ defect in performance by the Vendor
may result in imposition of penalty, liquidated damages, invocation of
Performance Bank Guarantee and/or termination of contract (as laid down
elsewhere in this RFP document)
36. Vendor’s obligations:
i. The Vendor is responsible for and obliged to conduct all contracted activities
in accordance with the contract using state-of-the-art methods and
economic principles and exercising all means available to achieve the
performance specified in the Contract.
ii. The Vendor is obliged to work closely with the Bank’s staff, act within its own
authority and abide by directives issued by the Bank from time to time and
complete implementation activities.
iii. The Vendor will abide by the job safety measures prevalent in India and will
free the Bank from all demands or responsibilities arising from accidents or
loss of life, the cause of which is the Vendor’s negligence. The Vendor will
pay all indemnities arising from such incidents and will not hold the Bank
responsible or obligated.
iv. The Vendor is responsible for managing the activities of its personnel or
sub-contracted personnel (where permitted) and will hold itself responsible
for any misdemeanors.
v. The Vendor shall treat as confidential all data and information about SBI,
obtained in the process of executing its responsibilities, in strict confidence
and will not reveal such information to any other party without prior written
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 32 of 162
approval of the Bank as explained under ‘Non-Disclosure Agreement’ in
Annexure-J of this document.
37. Technical Documentation:
i. The Vendor shall also provide the MIS reports as per requirements of the
Bank. Any level/ version changes and/or clarification or corrections or
modifications in the above mentioned documentation should be supplied by
the Vendor to the Bank, free of cost in timely manner. Any MIS
requirements, reports, customization etc which could be of a daily, weekly,
fortnightly, monthly or quarterly by the Bank during the contract period
would be free of cost.
38. Patent Rights/Intellectual Property Rights:
i. For any licensed software used by the finally selected L1/ L2 (if any) Vendor
for performing services for the Bank, the Vendor shall have the right as well
as the right to license for the outsourced services. Any license or IPR
violation on the part of Vendor/ Subcontractor should not put the Bank at
risk. The Bank reserves the right to audit the license usage of the Vendor.
ii. The Vendor shall, at its own expenses without any limitation, defend and
indemnify the Bank against all third party claims or infringements of
Intellectual Property Rights including patent, trademark, copyright, trade
secret or industrial design rights arising from use of the products or any part
thereof in India or abroad.
iii. The Vendor shall expeditiously extinguish any such claims and shall have
full rights to defend itself there from. If the Bank is required to pay
compensation to a third party resulting from such infringement(s), the
Vendor shall be fully responsible therefore, including all expenses and court
and legal fees.
iv. The Bank will give notice to the Vendor of any such claim without delay,
provide reasonable assistance to the Vendor in disposing of the claim, and
shall at no time admit to any liability for or express any intent to settle the
claim.
39. Liquidated Damages:
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 33 of 162
If the Vendor fails to deliver and perform any or all the services within the
stipulated time schedule as specified in this RFP/ Contract, the Bank may,
without prejudice to its other remedies under the Contract, and unless
otherwise extension of time is agreed upon without the application of
Liquidated Damages, deduct from the Contract Price, as liquidated damages
mentioned in part II (Schedule of Events, Sl No 19). Once the maximum
deduction is reached, the Bank may consider termination of the Contract.
40. Conflict of Interest:
Bidder shall not have a conflict of interest (the “Conflict of Interest”) that
affects the bidding Process. Any Bidder found to have a Conflict of Interest
shall be disqualified. In the event of disqualification, the Bank shall be
entitled to forfeit and appropriate the Bid Security and/or Performance
Security (Performance Bank Guarantee), as the case may be, as mutually
agreed upon genuine estimated loss and damage likely to be suffered and
incurred by the Bank and not by way of penalty for, inter alia, the time, cost
and effort of the Bank, including consideration of such Bidder’s proposal (the
“Damages”), without prejudice to any other right or remedy that may be
available to the Bank under the bidding Documents and/ or the Concession
Agreement or otherwise. Without limiting the generality of the above, a
Bidder shall be deemed to have a Conflict of Interest affecting the bidding
Process, if:
(a) the Bidder, its Member or Associate (or any constituent thereof) and any
other Bidder, its Member or any Associate thereof (or any constituent
thereof) have common controlling shareholders or other ownership interest;
provided that this disqualification shall not apply in cases where the direct
or indirect shareholding of a Bidder, its Member or an Associate thereof (or
any shareholder thereof having a shareholding of more than 5% (five per
cent) of the paid up and subscribed share capital of such Bidder, Member
or Associate, as the case may be) in the other Bidder, its Member or
Associate, has less than 5% (five per cent) of the subscribed and paid up
equity share capital thereof; provided further that this disqualification shall
not apply to any ownership by a bank, insurance company, pension fund
or a public financial institution referred to in section 4A of the Companies
Act, 1956. For the purposes of this Clause, indirect shareholding held
through one or more intermediate persons shall be computed as follows:
(i) where any intermediary is controlled by a person through management
control or otherwise, the entire shareholding held by such controlled
intermediary in any other person (the “Subject Person”) shall be taken
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 34 of 162
into account for computing the shareholding of such controlling person in
the Subject Person; and
(ii) subject always to sub-clause (i) above, where a person does not exercise
control over an intermediary, which has shareholding in the Subject
Person, the computation of indirect shareholding of such person in the
Subject Person shall be undertaken on a proportionate basis; provided,
however, that no such shareholding shall be reckoned under this sub-
clause if the shareholding of such person in the intermediary is less than
26% of the subscribed and paid up equity shareholding of such
intermediary; or
(b) a constituent of such Bidder is also a constituent of another Bidder; or
(c) such Bidder, its Member or any Associate thereof receives or has received
any direct or indirect subsidy, grant, concessional loan or subordinated debt
from any other Bidder, its Member or Associate, or has provided any such
subsidy, grant, concessional loan or subordinated debt to any other Bidder,
its Member or any Associate thereof; or
(d) such Bidder has the same legal representative for purposes of this Bid as
any other Bidder; or
(e) such Bidder, or any Associate thereof, has a relationship with another
Bidder, or any Associate thereof, directly or through common third party/
parties, that puts either or both of them in a position to have access to each
other’s information about, or to influence the Bid of either or each other; or
(f) such Bidder or any of its affiliates thereof has participated as a consultant
to the Bank in the preparation of any documents, design or technical
specifications of the Project.
41. Fraud & Corrupt Practices:
i. The Bidder and their respective officers, employees, agents and advisers
shall observe the highest standard of ethics during the bidding Process.
Notwithstanding anything to the contrary contained herein, the Bank shall
reject an Application without being liable in any manner whatsoever to the
Bidder if it determines that the Bidder has, directly or indirectly or through
an agent, engaged in corrupt/fraudulent/coercive/undesirable or
restrictive practices in the bidding Process.
ii. Without prejudice to the rights of the Bank under Clause 21.1
hereinabove, if a Bidder is found by the Bank to have directly or indirectly
or through an agent, engaged or indulged in any
corrupt/fraudulent/coercive/undesirable or restrictive practices during the
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 35 of 162
bidding Process, such Bidder shall not be eligible to participate in any
EOI/RFP issued by the Bank during a period of 2 (two) years from the
date if such Bidder is found by the Bank to have directly or indirectly or
through an agent, engaged or indulged in any corrupt/ fraudulent/
coercive/ undesirable or restrictive practices, as the case may be.
iii. For the purposes of this Clause , the following terms shall have the
meaning hereinafter, respectively assigned to them:
(a) “corrupt practice” means (i) the offering, giving, receiving, or
soliciting, directly or indirectly, of anything of value to influence the
actions of any person connected with the bidding Process (for
avoidance of doubt, offering of employment to or employing or
engaging in any manner whatsoever, directly or indirectly, any official
of the Bank who is or has been associated in any manner, directly or
indirectly with the bidding Process or the Letter of Authority or has dealt
with matters concerning the Concession Agreement or arising there
from, before or after the execution thereof, at any time prior to the
expiry of one year from the date such official resigns or retires from or
otherwise ceases to be in the service of the Bank, shall be deemed to
constitute influencing the actions of a person connected with the
bidding Process); or (ii) engaging in any manner whatsoever, whether
during the bidding Process or after the issue of the Letter of Authority
or after the execution of the Agreement, as the case may be, any
person in respect of any matter relating to the Project or the Letter of
Authority or the Agreement, who at any time has been or is a legal,
financial or technical adviser of the Bank in relation to any matter
concerning the Project;
(b) “Fraudulent practice” means a misrepresentation or omission of
facts or suppression of facts or disclosure of incomplete facts, in order
to influence the bidding Process
(c) “Coercive practice” means impairing or harming or threatening to
impair or harm, directly or indirectly, any person or property to influence
any person’s participation or action in the bidding Process;
(d) “Undesirable practice” means (i) establishing contact with any
person connected with or employed or engaged by the Bank with the
objective of canvassing, lobbying or in any manner influencing or
attempting to influence the bidding Process; or (ii) having a Conflict of
Interest; and
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 36 of 162
(e) “Restrictive practice” means forming a cartel or arriving at any
understanding or arrangement among Bidders with the objective of
restricting or manipulating a full and fair competition in the bidding
Process.
42. Termination for Default:
i. The Bank, without prejudice to any other remedy for breach of Contract, by
a written notice of not less than 30 (thirty) days sent to the Vendor, may
terminate the Contract in whole or in part:
a. If the Vendor fails to deliver and perform any or all the Services within
the period(s) specified in the Contract, or within any extension thereof
granted by the Bank; or
b. If the vendor fails to perform any other obligation(s) under the contract;
or
c. Laxity in adherence to standards laid down by the Bank; or
d. Discrepancies/deviations in the agreed processes and/or Services.; or
e. Violations of terms and conditions stipulated in this RFP.
ii. In the event the Bank terminates the Contract in whole or in part for the
breaches attributable to the Vendor, the Bank may procure, upon such
terms and in such manner as it deems appropriate, Services similar to those
undelivered, and the Vendor shall be liable to the Bank for any increase in
cost for such similar Services. However, the Vendor shall continue
performance of the Contract to the extent not terminated.
iii. If the contract is terminated under any termination clause, the vendor shall
handover all documents/ executable/ Bank’s data or any other relevant
information to the Bank in timely manner and in proper format as per scope
of this RFP and shall also support the orderly transition to another vendor
or to the Bank.
iv. During the transition, the Vendor shall also support the Bank on technical
queries/support on process implementation or in case of software provision
for future upgrades.
v. The Bank’s right to terminate the Contract will be in addition to the penalties
/ liquidated damages and other actions as deemed fit.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 37 of 162
vi. In the event of failure of the Service Provider to render the Services or in the
event of termination of agreement or expiry of term or otherwise, without
prejudice to any other right, the Bank at its sole discretion may make alternate
arrangement for getting the Services contracted with another vendor. In such
case, the Bank shall give prior notice to the existing Service Provider. The
existing Service Provider shall continue to provide services as per the terms
of contract until a ‘New Service Provider’ completely takes over the work.
During the transition phase, the existing Service Provider shall render all
reasonable assistance to the new Service Provider within such period
prescribed by the Bank, at no extra cost to the Bank, for ensuring smooth
switch over and continuity of services. If existing vendor is breach of this
obligation, they shall be liable for paying a penalty of as provided in Part-II,
(Schedule of Events, Sl No 20) on demand to the Bank, which may be
settled from the payment of invoices or Performance Bank Guarantee for the
contracted period or by invocation of Performance Bank Guarantee.
43. Force Majeure:
i. Notwithstanding the provisions of terms and conditions contained in this
RFP, the Vendor shall not be liable for forfeiture of its performance security,
liquidated damages, or termination for default, if any, and to the extent that
the delay in performance or other failure to perform its obligations under the
Contract is the result of an event of Force Majeure.
ii. For the purposes of this clause, 'Force Majeure' means and includes wars,
insurrections, revolution, civil disturbance, riots, terrorist acts, public strikes,
embargoes, declared general strikes in relevant industries, Vis Major Act of
Government, impeding reasonable performance of the Vendor and / or Sub-
Contractor but does not include any foreseeable events, commercial
considerations or those involving fault or negligence on the part of the party
claiming Force Majeure.
iii. If a Force Majeure situation arises, the Vendor shall promptly notify the Bank
in writing of such condition and the cause thereof. Unless otherwise directed
by the Bank in writing, the Vendor shall continue to perform its obligations
under the Contract as far as is reasonably practical, and shall seek all
reasonable alternative means for performance not prevented by the Force
Majeure event.
44. Termination for Insolvency:
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 38 of 162
The Bank may, at any time, terminate the Contract by giving written notice
to the Vendor, if the Vendor becomes Bankrupt or insolvent or any
application for bankruptcy, insolvency or winding up has been filed against
it by any person. In this event, termination will be without compensation to
the Vendor, provided that such termination will not prejudice or affect any
right of action or remedy, which has accrued or will accrue thereafter to the
Bank.
45. Termination for Convenience:
The Bank, by written notice of not less than 90 (ninety) days sent to
the Vendor, may terminate the Contract, in whole or in part, at any time
for its convenience. The notice of termination shall specify that termination
is for the Bank’s convenience, the extent to which performance of the
Vendor under the Contract is terminated, and the date upon which such
termination becomes effective.
46. Disputes / Arbitration (applicable in case of successful Bidder only):
All disputes or differences whatsoever arising between the parties out of or in connection with this contract or in discharge of any obligation arising out of the Contract (whether during the progress of work or after completion of such work and whether before or after the termination of this contract, abandonment or breach of this contract), shall be settled amicably. If however, the parties are not able to solve them amicably, either party (SBI or Vendor), give written notice to other party clearly setting out there in specific dispute(s) and/or difference(s) and shall be referred to a sole arbitrator mutually agreed upon, and the award made in pursuance thereof shall be binding on the parties. In the absence of consensus about the single arbitrator, the dispute may be referred to joint arbitrator; one to be nominated by each party and the said arbitrators shall nominate a presiding arbitrator, before commencing the arbitration proceedings. The arbitration shall be settled in accordance with the applicable Indian Laws. Any appeal will be subject to the exclusive jurisdiction of courts at Mumbai.
The Vendor shall continue work under the Contract during the arbitration proceedings unless otherwise directed by the Bank or unless the matter is such that the work cannot possibly be continued until the decision of the arbitrator is obtained. Arbitration proceeding shall be held at Mumbai, India, and the language of the arbitration proceedings and that of all documents and communications between the parties shall be in English.
47. Governing Language:
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 39 of 162
The governing language shall be English.
48. Applicable Law:
The Contract shall be interpreted in accordance with the laws of the Union of
India and shall be subjected to the exclusive jurisdiction of courts at Mumbai.
49. Taxes and Duties:
a. The Vendor shall be liable to pay all corporate taxes and income tax that
shall be levied according to the laws and regulations applicable from time to
time in India and the price Bid by the Vendor shall include all such taxes in
the contract price.
b. Prices quoted should be exclusive of all Central / State Government taxes/duties and levies but inclusive of Custom duty as also cost of incidental services such as transportation, road permits, insurance etc. The quoted prices and taxes/duties and statutory levies such as GST / Service tax, VAT/ Sales tax, Excise duty, Custom duty, Octroi, etc. should be specified in the separate sheet (Annexure- F).
c. Custom duty as also cost of incidental services such as transportation, road permits, insurance etc. in connection with delivery of products at site including any incidental services and commissioning, if any, which may be levied, shall be borne by the Vendor and the Bank shall not be liable for the same. Only specified taxes/ levies and duties in the Annexure-F will be payable by the Bank on actuals upon production of original receipt wherever required. If any specified taxes/ levies and duties in Annexure-F are replaced by the new legislation of Government, same shall be borne by the Bank. The Bank shall not be liable for payment of those Central / State Government taxes, levies, duties or any tax/ duties imposed by local bodies/ authorities, which are not specified by the Bidder in Annexure-F
d. Prices payable to the Vendor as stated in the Contract shall be firm and not subject to adjustment during performance of the Contract, irrespective of reasons whatsoever, including exchange rate fluctuations, any upward revision in Custom duty. The Bidder will pass on to the Bank, all fiscal benefits arising out of reductions, if any, in Government levies viz. custom duty or the benefit of discounts if any announced in respect of the cost of the items for which orders have been placed during that period.
e. Income / Corporate Taxes in India: The Bidder shall be liable to pay all corporate taxes and income tax that shall be levied according to the laws and regulations applicable from time to time in India and the price Bid by the Bidder shall include all such taxes in the contract price.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 40 of 162
f. All expenses, stamp duty and other charges/ expenses in connection with
the execution of the Agreement as a result of this RFP process shall be borne by the Vendor.
50. Tax deduction at Source:
i. Wherever the laws and regulations require deduction of such taxes at the
source of payment, the Bank shall effect such deductions from the payment
due to the Vendor. The remittance of amounts so deducted and issuance of
certificate for such deductions shall be made by the Bank as per the laws
and regulations for the time being in force. Nothing in the Contract shall
relieve the Vendor from his responsibility to pay any tax that may be levied
in India on income and profits made by the Vendor in respect of this contract.
ii. The Vendor’s staff, personnel and labour will be liable to pay personal
income taxes in India in respect of such of their salaries and wages as are
chargeable under the laws and regulations for the time being in force, and
the Vendor shall perform such duties in regard to such deductions thereof
as may be imposed on him by such laws and regulations.
51. Tender Fee:
The same should be furnished by the Bidders in the form of Demand Draft/ Bankers’ Cheque as mentioned in part II. It should be enclosed with Technical Bid. The Bids without tender fee will not be considered valid.
52. Notices:
Any notice given by one party to the other pursuant to this contract shall be sent to other party in writing or by Fax and confirmed in writing to other Party’s address. The notice shall be effective when delivered or on the notice’s effective date whichever is later.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 41 of 162
Part-II
SCHEDULE OF EVENTS
Sl No
Particulars Remarks
1 Contact details of issuing department (Name, Designation, Mobile No., Email address for sending any kind of correspondence regarding this RFP)
Mr Kanchan Baran Chakraborty, Deputy General Manager 022-3921 8388 [email protected]
2 Bid Document Availability including changes/amendments, if any to be issued
- RFP may be downloaded from
Bank’s website
https://www.sbi.co.in procurement
news from 31/08/2017
3 Last date for requesting clarification
Upto 18:00 hrs on 06/09/2017 All communications regarding points / queries requiring clarifications shall be given in writing or by e-mail
4 Pre - Bid Meeting at (venue)
From 16:00 hrs, Date: 08/09/2017 Venue: State Bank of India, GITC D222/2, Omsagar Complex, Nerul MIDC, Navi Mumbai-400706 Maharashtra
5 Clarifications to queries raised at pre-Bid meeting will be provided by the Bank.
By 13/09/2017
6 Last date and time for Bid submission
15:00 hrs, 21/09/2017
7 Address for submission of Bids The Deputy General Manager, MAB IT Ops, State Bank of India, GITC D222/2, Omsagar Complex, Nerul MIDC, Navi Mumbai-400706
8 Date and Time of opening of Technical Bids
16:00 hrs, Date: 21/09/2017 Authorized representatives of vendors may be present during opening of the Technical Bids. However, Technical Bids would be opened even in the absence of any or all of the vendor representatives.
Validity period 180 days from the date of Bid opening -
13 Performance Bank Guarantee Rs.50,00,000/- (Fifty Lakhs Only)
Validity period from the date of purchase order and three months above the contract period.
14 Price validity from the date of price discovery
180 days
15 Contact details of agency appointed for conducting Reverse Auction
Will be communicated on a subsequent date
16 Delivery schedule/ Timeline Three months from the date of execution of contract
17 Terms of payment Bills which are complete in all regards and in order will be payable within 30 days from the receipt at Bank.
18 Delivery locations Bills will be submitted at Mumbai office.
19 Liquidated damages 15% of the previous month’s bill. This would be in addition to other penalties detailed elsewhere.
20 Transition Penalty (Refer Part-1, point No 42 sub point no (vi).
Rs Three Crores only
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 43 of 162
ANNEXURES
Annexure Index
A Bid form (Technical Bid)
B Bidder’s Eligibility criteria
C Technical & functional specifications
D Bidder details
E Scope of work
F Indicative Commercial Bid
G Format for Bank Guarantee as Earnest Money Deposit
H Format for submission of Performance Bank Guarantee
I Penalties
J Non-disclosure Agreement
K Pre Bid Query Format
L Pre-Contract Integrity Pact
M Service Level Agreement
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 44 of 162
ANNEXURE–A BID FORM (TECHNICAL BID)
[On Company’s letter head] (to be included in Technical Bid Envelope)
Date:_______________
To: The Deputy General Manager (MAB IT Ops) State Bank of India, GITC, D222/2, Omsagar Complex, Nerul MIDC, Navi Mumbai, Maharashtra-400706 Dear Sir, Ref: RFP No. SBI: dated ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ We have examined the above RFP, the receipt of which is hereby duly acknowledged and subsequent pre-Bid clarifications/ modifications / revisions, if any, furnished by the Bank and we offer to provide Services detailed in this RFP. We shall abide by the terms and conditions spelt out in the RFP. We shall participate and submit the commercial Bid through online auction to be conducted by the Bank’s authorized service provider, on the date advised to us. 2. While submitting this Bid, we certify that:
The undersigned is authorized to sign on behalf of the Vendor and the necessary support document delegating this authority is enclosed to this letter.
We declare that we are not in contravention of conflict of interest obligation mentioned in this RFP.
Indicative prices submitted by us have been arrived at without agreement with any other Bidder of this RFP for the purpose of restricting competition.
The indicative prices submitted by us have not been disclosed and will not be disclosed to any other Bidder responding to this RFP.
We have not induced or attempted to induce any other Bidder to submit or not to submit a Bid for restricting competition.
The rate quoted in the indicative price Bids are as per the RFP and subsequent pre-Bid clarifications/ modifications/ revisions furnished by the Bank, without any exception.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 45 of 162
3. If our offer is accepted, we undertake to complete the formalities for providing Services within the period specified in this document.
4. We agree to abide by all the Bid terms and conditions, contents of Service
Level Agreement as available at Annexure-M of this document and the rates quoted therein for the orders awarded by the Bank up to the period prescribed in the Bid, which shall remain binding upon us.
5. Until a formal contract is prepared and executed, this Bid, together with your
written acceptance thereof and your notification of award, shall constitute a binding Contract between us.
6. We undertake that, in competing for (and, if the award is made to us, in
executing) the above contract, we will strictly observe the laws against fraud and corruption in force in India namely “Prevention of Corruption Act 1988”.
7. We undertake that we will not offer, directly or through intermediaries, any
bribe, gift, consideration, reward, favour, any material or immaterial benefit or other advantage, commission, fees, brokerage or inducement to any official of the Bank, connected directly or indirectly with the bidding process, or to any person, organisation or third party related to the contract in exchange for any advantage in the bidding, evaluation, contracting and implementation of the contract.
8. We undertake that we will not resort to canvassing with any official of the
Bank, connected directly or indirectly with the bidding process to derive any undue advantage. We also understand that any violation in this regard, will result in disqualification of bidder from further bidding process.
9. We certify that we have not made any changes in the contents of the RFP
document read with its amendments/clarifications provided by the Bank submitted by us in our Bid document.
10. It is further certified that the contents of our Bid are factually correct. We also
accept that in the event of any information / data / particulars proving to be incorrect, the Bank will have the right to disqualify us from the Bid.
11. We understand that you are not bound to accept the lowest or any Bid you
may receive and you may reject all or any Bid without assigning any reason or giving any explanation whatsoever.
12. We hereby undertake that our name does not appear in any “Caution” list of
RBI / IBA or any other regulatory body for outsourcing activity. 13. If our Bid is accepted, we undertake to enter into and execute at our cost, when
called upon by the Bank to do so, a contract in the prescribed form and we
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 46 of 162
shall be jointly and severally responsible for the due performance of the contract.
14. The name(s) of successful Bidder to whom the contract is finally awarded after
the completion of bidding process shall be displayed on the website of the Bank and/or communicated to the successful Bidder(s).
15. The commercial bidding process will be through the reverse auction process
to be conducted by the Bank or a company authorized by the Bank. We understand that our authorized representative who would participate in the reverse auction process would be possessing a valid digital certificate for the purpose.
16. We hereby undertake and agree to abide by all the terms and conditions
stipulated by the Bank in the RFP document. Dated this ....... day of ............................ 201 ______________________________________________________________ (Signature) (Name) (In the capacity of) Duly authorised to sign Bid for and on behalf of ______________________________________
Seal of the company.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 47 of 162
Annexure-B
Bidder’s Eligibility Criteria
Bidders meeting the following criteria are eligible to submit their Bids along with supporting documents. If the Bid is not accompanied by all the required documents supporting eligibility criteria, the same would be rejected: Commercial:
S. No.
Eligibility Criteria Compliance (Yes/No)
Documents to be submitted
1. The Bidder must be an Indian firm / company/ organization registered under applicable Act in India.
Copy of the Partnership deed/Bye Law/ Certificate of Incorporation issued by Registrar of Companies along with Memorandum & Articles of Association and full address of the registered office.
2. The Bidder must have an average turnover of minimum Rs.25.00 crores during last three financial years i.e 2013-14, 2014-15 and 2015-16.
Copy of the audited Balance Sheet for preceding three years for the entity in MAB services and not the Holding company.
3. The Bidder should be profitable organization on the basis of Operating Profit for at least 03 out of last 04 financial years ( FY 2012-13 to 2015-16).
Copy of the audited balance sheets along with profit and loss statement for corresponding years along with the Auditor’s notes to the financial statement. If there are any pending dues as per balance Sheet or Auditors report, details and current status to be furnished for such pending dues
4. Bidder should have experience of minimum 02 years in providing the Services to at least one scheduled commercial bank
Reference letters from clients
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 48 of 162
in India and total numbers of terminals managed should be in excess of 100000 (One lac) in India.
5 Client references and contact details (email/ landline/ mobile) of customers for whom the Bidder has executed similar projects. (Start and End Date of the Project to be mentioned) in the past (At least 02 client references are required)
1. 2. 3.
6 DR Arrangements & support infrastructure
Bidder should specifically confirm on their letter head in this regard.
7 No Bidder shall solely or jointly submit more than one Bid.
Self-certification on letter head
8 Capability to deploy PoS terminals of all variants i.e PSTN, GPRS, ECR, Biometric, capturing data and processing transactions from ETC tags and similar evolving terminals
Self-certification on letter head
9 Owns the necessary technology Infrastructure covering following areas:
Robust, scalable, user friendly and secured front end application( Merchant boarding, Terminal set up, Key injection, terminal deployment, generation of Bharat QR and development of related apps, merchant training, terminal repair, transaction processing and authorization, Risk assessment, fraud monitoring, helpdesk, online portal for merchants with viewing
Self-certification on letter head and supporting documents, if any.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 49 of 162
rights for their transactions etc).
Back end systems covering Merchant settlement, reconciliation, schemes compliances, chargebacks, presentments, re-presentments, arbitration, merchant billing, scheme fee management, merchant reporting, MIS etc
Integration of diverse channels (PoS, Biometric with Aadhar enablement*, mVISA*, NFC capabilities, ETC, payment through SBI Buddy*, Bharat QR, etc.)
Value added services like DCC, Multi currency conversion, remittances, rewards etc
Scalability and redundancy provisioning
Security
Risk Management and fraud monitoring capabilities
10 Having adequate experience in use of Management tools for monitoring the terminal activity on an ongoing basis
Self-certification on letter head
11 Ability for migration of merchants from existing system to a new system within a span of 15 months from the date of instructions from Bank
Self-certification on letter head
12 Bidder must have necessary capability to enable Bank to act as Acquirer for VISA, Mastercard, Rupay, AMEX, Bharat QR and other related schemes.
Self-certification on letter head
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 50 of 162
13 Bidder should have necessary infrastructure to connect with aggregators like Pinelabs, Innoviti etc.
Self-certification on letter head
14 There should not have been breaches in the past from PoS related Infrastructure / Systems managed by the Bidder
Self-certification on letter head and latest and valid PCIDSS certification.
15 Capability to deploy terminals / render services PAN India including island states, Union territories and cities
Self-certification on letter head
16 Deployment Methodologies Documents on deployment framework, tools, templates & utilities to be provided.
17 Bidder’s infrastructure should be compliant to all Regulatory requirements, card scheme regulations etc.
Copy of the Valid Certificate(s) to be provided
18 Project Management Methodologies
Profile of project Team / previous Assignments of similar nature / Details project plan to be submitted
19 Past/present litigations, disputes, if any (Adverse litigations could result in disqualification, at the sole discretion of the Bank)
Brief details of litigations, disputes, if any are to be given on Company’s letter head.
20 Bidders should not have been blacklisted for deficiency in service by any Public Sector Bank during the last 05 years.
Bidder should specifically confirm on their letter head in this regard.
21 Bidder should have experience of minimum 2 years in providing MAB Services
Length of existence of Bidder should be mentioned.
22 The Bidder should agree to the terms and conditions of Service Level Agreement as per Annexure-M, should they become L1/L2 in the reverse auction to execute a contract with the Bank.
Bidder should specifically confirm on their letter head in this regard.
23 The Bidder should not have any Service Level Agreement pending to be signed with the
Bidder should specifically confirm on
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 51 of 162
Bank for more than 6 months from the date of issue of purchase order issued by any of the Department at SBI GITC as on the date of Bid submission. [No change/ addition or deletion to be made by the Bidder to any of the clauses.]
their letter head in this regard.
(*: Bidder may mark yes against items marked with * if the same would be completed / achieved within three months of award. Please specify the same below) Documentary evidence must be furnished against each of the above criteria along with an index. All documents must be signed by the authorized signatory of the Bidder. Relevant portions, in the documents submitted in pursuance of eligibility criteria, should be highlighted. Signature Seal of Company
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 52 of 162
Annexure-C
Technical & Functional Specifications Available fully as part of Solution F
Will be provided as Customization C
Will be provided as Third party solution T
Not Feasible N
Technical Evaluation Matrix is also to be submitted
Note 1 Applicant need to give one of the above value in column F/C/T/N in the
following table as regards to compliance
Note 2 Applicant to give supporting technical documents / presentations etc in
support of the undernoted each of the Technical / Functional /
Requirement of the Solution
Note 3 F/C/T/N: Any wrong reporting in the column F/C/T/N which
subsequently is found to be false shall render the Applicant liable to be
blacklisted for future participation in the RFPs/Tenders of the Bank and
forfeiture of EMD
Note 5 Applicant to invariably mention the page number of RFP against each
of the Technical / Functional specification with supporting document /
presentation etc failing which, it will be at the discretion of the Bank to
treat the same as Not Feasible
Note 6 Mandatory: means Requirement / Functionality should either be
available as part of the solution(F)
Sr.
No
Required Functionalities/
Features
Mandatory F / C / T
/ N
Page No
of RFP
submitted
1 Availability of duly certified
switch from all concerned
Mandatory
2 Do you own the switch Yes / No
3 Capability and infrastructure
for key injections in a secured
environment
Mandatory
4 Capability to process
transactions by VISA,
Mastercard, Rupay cards and
Bharat QR
Mandatory
5 Capability to process AMEX
transaction (any Bank as
Acquirer and not AMEX
proprietary model)
6 Capability to accept loyalty,
reward cards like Diners etc.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 53 of 162
7 Availability of Technical
Team for operations of switch
Mandatory
8 MMS module is available. Mandatory
9 Whether necessary team for
developments of newer
modules or applications is
available
10 Necessary infrastructure for
staging of transactions as per
timelines with card schemes is
available
Mandatory
11 Dedicated team for
monitoring transactions and
taking actions on such alerts
from the Risk angle is
available
Mandatory
12 Necessary infrastructure and
expertise for deploying all
variants of PoS terminals and
acceptance of payment
applications like Bharat QR,
m-VISA, State Bank Buddy,
ETC tags and similar
solutions.
13 Whether physical isolation of
Bank’s data is available? If
No, please explain in brief,
how do you ensure security
and integrity of Bank’s data
14 Whether privileges and access
control is available to various
users depending upon their
roles and requirements
15 Requests from Bank for new
installations, modifications to
existing ones can be offline as
well as online (through Bank’s
own application). Are you
ready for both of them
16 Whether dedicated helpdesk is
available. Modes of receipt of
complaints could be through
toll free number, SMS, e mails
etc.
Mandatory
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 54 of 162
17 Availability of DCC and Multi
currency capabilities
acceptance
18 Availability of EMI option
19 Availability of team for
Chargeback and related issues
Mandatory
20 Whether DR setup is available Mandatory
21 Services of Third party Data
centre are being used for
hosting of servers / hardware.
If Yes, pls specify the category
of the DC where hosted.
22 Readiness to provide special
treatment (in terms of MDRs
on certain categories of cards
or Merchants , revenue
sharing, surcharge etc) on
instructions from Bank for
certain categories of
customers like CSD (Defence
canteens) / Police canteens /
government establishments /
tie up with various companies
/ Railways. There can be
models wherein revenue is
shared with the terminal
holders for certain categories
of Merchants
23 Capability of providing
Cash@PoS depending upon
the category of the location(
please refer RBI instructions
in this regards wherein limits
have been assigned depending
on the Tier classification of
the location)
24 Capability for acceptance of
payments through Aadhar
enablement and Biometrics
25 Whether you sublet various
tasks to third parties
26 Capability to provide web-
based solution for complaint
logging, MIS, transaction
history for Bank resources as
well merchant users
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 55 of 162
27 Capability to migrate
merchants from one Vendor to
your system and vice versa
28 Necessary capability and
infrastructure is available for
generating and sharing MIS
with Bank as well as terminal
holders
29 Capability to customise MIS
for selected merchants as per
Bank’s requirement
30 Availability of necessary
infrastructure to route On-Us
transactions to Bank’s own
switch and capability to
customize the switch for On-
Us routing.
Mandatory
31 Availability of centres PAN
India staffed by the vendor to
support the merchant
acquiring activities.
32 Ability to interact and connect
with other Aggregators like
Pinelabs, Innoviti, Ezetap etc
33 Availability of Remote
Terminal Management tool /
application and its usage
34 Sharing of FIRC certificates,
input files for processing by
GST tax engines which
facilitates GST invoices, input
files for recon solutions, other
regulatory or Bank’s
requirements which may be
required in future etc., at
frequencies (frequency will
differ for each activity) as
decided by Bank. The above
list is illustrative and not
exhaustive.
35 Capability to deduct TDS on
certain revenues which are
shared with terminal holders
36 Capability to provide analytics
37 Capability to provide
Dashboard for inventory
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 56 of 162
management, Complaint
Management, MIS
38 Capability to migrate
Merchants from existing set-
up to own platform and vice
versa
39 Ability to process refunds /
recoveries from Merchants.
Such recoveries, refunds can
be on the same day as of the
transaction or can be at a later
date.
(Bidder will have to submit self-arrived Evaluation matrix also) Signature and Seal of Company
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 57 of 162
Annexure-D
Bidder Details
Details of the Bidder
S. No. Particulars Details
1. Name
2. Date of Incorporation and / or
commencement of business
3. Certificate of incorporation
4. Brief description of the Bidder including
details of its main line of business
5. Company website URL
6. Particulars of the Authorized Signatory of
the Bidder
a. Name
b. Designation
c. Address
d. Phone Number (Landline)
e. Mobile Number
f. Fax Number
g. Email Address
Signature and Seal of Company
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 58 of 162
Annexure-E
Scope of Work
1. The Bank is already into MAB activities through TSPs.
Responsibilities of SBI a) The identification / selection of merchants
b) The Merchant sign up
c) The marketing staff will transmit the merchant information through a mutually agreed mode to enable the service provider to set up the merchant in its system on agreed terms.
d) The POS terminals would be procured by the Bank.
e) The insurance of POS Terminals will be arranged by the Bank.
f) Connectivity and back up connectivity between SBI Switch and service provider will be arranged by SBI.
g) The acquiring BINs from Visa MasterCard , AMEX, Rupay etc. will be obtained by SBI
h) Certification of service provider switch by Card schemes etc. will be arranged by SBI at the cost of Service Provider
i) The service provider will be responsible for staging, settlement, reconciliation and related activities. The settlement between Bank and Visa/MasterCard/AMEX/Rupay etc. will be done directly in accounts of SBI.
j) The connectivity medium, PSTN or GPRS (from terminal to NAC in case of PSTN) would be arranged by Merchant or Bank, as the case may be. Bank will not bear the cost of NAC.
k) Cost of certification of terminals will be borne by SBI
2. Responsibilities of service providers
Standard Services
Standard services to be delivered under this agreement for various Merchant Acquiring Products e.g. PoS terminals, Bharat QR acceptance, other merchant payment acceptance solutions, acquiring of Toll plazas for processing of ETC (Electronic Toll Collection) transactions etc. and Value Added Services (EMI, DCC,Cash@PoS, Mobile/DTH top-up, Bill Payments, Wallet acceptance, payment enablers like Tonetag, Data Analytics etc.) are illustratively listed below but are not limited to the following:-
a) Set up / Manage / Upgrade, maintenance, customization and periodical up-gradation of Merchant Management Software for acceptance of payment by merchants through Cards, QR code & App. based solutions etc.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 59 of 162
b) Development, maintenance, customization and periodical up-gradation of terminal application software. Bank will facilitate obtention of SDK from Terminal vendor.
c) Hosting of MMS in its hardware in a secured environment. If it is outsourced, the security and data integrity to be ensured and it would be the responsibility of vendor
d) Development of Interface between POS terminals and service provider through established network
e) Certification of acquiring host by Schemes MasterCard, Visa, Rupay, AMEX , BBPS, other schemes etc. Bank will assist but at no cost to Bank
f) VAP/MIP/NFS/BBPS and AMEX link hosting, handling, periodical up-gradation as per rules revised by MasterCard, RuPay, Amex, Visa etc. periodically and ensuring meticulous compliance of the prescribed rules from time to time. Interface for BBPS is required as and when it goes live.
g) Periodical certification of the hardware, software and application as is considered necessary
h) Set up of Merchants (for POS terminals, Bharat QR, other acceptance solutions emerging from time to time), commercial terms, commercial arrangement, MCC, type of terminals/acceptance solution, other details related to merchants etc. in merchant management Software as per instructions from Bank
i) Terminal installation, activation of PoS terminals/Bharat QR/other acceptance solutions and Management
j) Merchant training on an ongoing basis. Requirement of training can be as and when required.
k) Terminal repairs and maintenance. Since most of the terminals are likely to be within warranty period or AMC, no reimbursement will be payable by Bank other than transportation charges. However, if any part(s) of the terminal is replaced or repaired which are not covered under warranty, the same will be reimbursed by the Bank. However, Vendor will have to share the details of such repairs, replacements so as to enable the Bank to recover the same from the terminal holder. At times, it can happen that cost of repair or replacement of the part might exceed total cost of the terminal or might be very near to it, in such cases, we expect Vendor to inform and take necessary instructions from the Bank
l) Merchant help desk support 24x7 with provision for upward scalability in case of increase in volumes.
m) Supply of consumables to merchants. Consumables will be arranged by the Bank and delivered to Vendor’s warehouses as per request of the Vendor.
n) Activation of POS Terminals/Bharat QR/other acceptance solutions, tracking performance, follow up and feedback
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 60 of 162
o) Arrangement of Network Access Connectors (NACs): Bank will not bear the cost of NAC
p) Ensure adequacy of Bandwidth and provision for appropriate scalability of switching services
q) Back-end transaction processing viz., capturing of transaction from POS terminals/Bharat QR/ETC Toll plazas/other acceptance solutions, routing it to issuer through VAP/MIP/ any other interface or receiving response from card networks etc., obtaining response from issuer and transmitting back the response to the merchant.
r) Maintaining record of all successful and unsuccessful transactions logs in a secured environment and sharing the same with Bank on a daily basis. Service provider will retain the records for a period of 4 years. Purging of the data needs to be witnessed by the Bank. Service provider will share soft copies on a media as decided by Bank before purging.
s) The service provider should have the capability to support Dynamic Currency conversion, EMI, Buddy, acceptance of other e-wallets and other payment options which may come in use in future at no extra cost to Bank
t) Processing settlement files from MasterCard/Visa/AMEX/Rupay etc. with the transaction record and service charges applicable with respective entity
u) Reconciliation of settlements including charge-backs, re-presentments, pre-arbitrations and arbitrations etc. as per laid down rules for the purpose. Reconciliation scope would encompass the following but not restricted to the following: A) Amounts debited to our accounts by schemes for chargebacks. B) Amounts re-credited to Bank on account of successful dispute presentments. C) Amounts recovered from the merchants for the time barred / crystallized disputes. D) Incentives received from schemes for quick resolution of disputes. Bidder is responsible to intimate the merchants for the disputes received and collect the relevant documents on behalf of Bank by approaching the merchants in timely manner and any other activity / action required.
v) Customer service, dispute management, grievance redressal and escalation
w) All business operations viz., data entry, statement printing, dispatch of periodical transaction statement to merchants, response to merchant enquiry will be done by the service provider
x) Provide daily Merchant wise report to SBI to enable them to afford credit to the respective merchants as per agreed terms and formats. They should have the capability to perform refund transactions as well as recover amounts (charges, rentals etc) as per Bank’s instructions.
y) Providing other periodical MIS report such as weekly, fortnightly, monthly, quarterly, half yearly and yearly report to SBI on the prescribed format as required by them from time to time. To quote a few examples of MIS, daily installations / de-installation done, pending installations / de-installation,
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 61 of 162
problematic installations / de-installation, failed transaction report, settlement reports, open and closed complaints etc. This list is illustrative and not exhaustive.
z) Daily reporting to the Bank on system performance with reasons wherever deficiency has been observed.
aa) Providing periodical MIS, exception reports, suspicious transactions to the Bank, liaison with Card schemes, card issuers both Domestic as well as International for resolution of disputes both online along with good-faith manner for loss minimization of Bank.
bb) Filtering the transactions through risk analysis and fraud monitoring tools in online and off line environment, setting up of Risk parameters as per Industry standards and periodic review of the same as per Bank’s requirement.
cc) Backend arrangements for recovery of disputes from future payments of Merchants. Service Provider should be able to recover such dues from merchant payouts as and when they are available.
dd) Perform critical and time bound tasks of Proactive Risk management such as partial or complete de-activation and de-boarding of Merchants immediately on receipt of such instructions from Bank.
ee) Periodical review and feedback which may help the Bank in taking a business decision
ff) The service provider is expected to bring in the necessary expertise both in terms of technology and processing capabilities for the successful operations of the business.
gg) Migration of all merchant accounts from existing TSPs to their own set up.
hh) Migration of all Merchants accounts to Bank’s own setup if and as and when Bank commissions its own infrastructure or in collaboration with another entity in a Joint Venture.
ii) Online portal for all merchants to track and view their transactions online.
jj) Capability to generate Service tax, FIRC certificates etc on a monthly or at a frequency decided by Bank.
kk) Interaction with SBI’s own online application format for requests for on-boarding and modifications, sharing response files and transaction files for uploading at SBI end.
ll) Compliance to all regulatory and Scheme guidelines
mm) Adequate and tested Disaster Recovery and Business Continuity Plan
nn) Permission to Bank to conduct Audit of data, books (relating to SBI), IT infrastructure etc. These Audits can be by External agencies or Bank’s agencies.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 62 of 162
oo) All regulatory requirements by Central Regulators, Card schemes to be full filled including the latest being Mastercard 2 Series and Aadhar based Biometric acceptance.
pp) Ensure that individuals with necessary expertise are hired / recruited with proper back ground checks and police verification.
qq) Has a code of conduct in line with IBA’s / SBI’s code of conduct. You may refer to IBA’s website for the same.
rr) Vendor will conduct police verifications for all appointments after the date of this agreement.
ss) During the term of this Agreement and for a period of one year thereafter, neither party shall (either directly or indirectly through a third party) employ, solicit to employ, cause to be solicited for the purpose of employment or offer employment to any employee/s or sub-contractor/s of the other party, or aid any third person to do so, without the specific written consent of the other party. However nothing in this clause shall affect the Bank’s regular recruitments as per its recruitment policy and not targeted to the employees of..................... (Service provider).
tt) Neither vendor nor its employees, agents, representatives, sub-contractors shall hold out or represent as agents of SBI.
uu) None of the employees, representatives or agents of the Vendor shall be entitled to claim permanent absorption or any other claim or benefit against SBI.
vv) Before engaging sub-contractor, Vendor shall carry out due diligence process on sub-contracting/sub-contractor to the satisfaction of SBI and SBI should have access to such records. Such sub-vendors will have to be mandatorily registered with card schemes by the Vendor under no cost to Bank.
ww) In the event sub-contracting, Vendor shall ensure that suitable documents including confidentiality agreement are obtained from the sub-contractor and Vendor shall ensure that the secrecy and faith of SBI’s data/processes is maintained.
xx) Vendor hereby agrees and declares that it shall be the sole responsibility of the Vendor to comply with the provisions of all the applicable laws, concerning or in relation to rendering of services by Service Provider as envisaged under this Agreement.
yy) Vendor shall be solely liable & responsible for compliance of applicable Labour Laws in respect of its employees, agents, representatives and sub-contractors and in particular Laws relating to terminal benefits such as Pension, Gratuity, Provident Fund, Bonus or other benefits to which they may be entitled and the Laws relating to Contract Labour, Minimum Wages etc., and SBI shall have no liability in these regards. Further, Service Provider would indemnify/make good for the losses to SBI for non-compliance or any claims against SBI arising out of any non-compliance as above.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 63 of 162
zz) The Vendor agree that SBI shall have the right, but without any obligation to monitor and assess the Services to enable SBI to take necessary corrective measures, provided any such monitoring shall not amount to supervision of any of the jobs of vendor or the employees of vendor.
aaa) Bank should have the right to conduct surprise check of vendor’s activities in respect of the services.
bbb) Vendor agrees that SBI shall have the right to disclose the details of this Agreement and the details of Services covered herein to the Reserve Bank of India and Indian Banks Association or as required by Law of the land.
ccc) Vendor agrees to allow the Reserve Bank of India or persons authorized by it to access the documents, records of transactions and other necessary information stored or processed by Vendor in respect of this Agreement or the Services.
ddd) Vendor agrees to preserve the documents and data in respect of the Services for such period in accordance with the legal/regulatory obligations of Bank in this regard.
eee) Vendor agrees that the Complaints/feedback, if any received from the customers of Bank in respect of the Services by Vendor shall be recorded and Bank/Reserve Bank of India shall have access to such records and redressal of customer complaints by Vendor.
fff) The Bidder should comply with Bank’s Information Security policy in key concern areas relevant to the RFP. Some of the key areas are as under:
Responsibilities for data and application privacy and confidentiality.
Responsibilities on system and software access control and administration
Custodial responsibilities for data, software, hardware and other assets of the Bank managed by or assigned to the Vendor
Physical security of the facilities
Incident response and reporting procedures
Data Encryption / Protection requirement of the Bank
Security requirement of the Bank will be shared with the successful Bidder. ggg) Development, maintenance, customization and periodical up-gradation
of Bharat QR merchant application software.
hhh) Generation of QR codes for Bharat QR acceptance. iii) Sending in-app and SMS notifications to merchant in case of Bharat QR
‘Push Transactions’ jjj) Building on-us pipe with SBI Banks 24 or any other switch as directed by
the Bank for direct routing of on-us transactions without any separate cost to Bank.
kkk) Development, maintenance, customization and periodical up-gradation of back-end system for processing of ETC transactions coming from the Toll
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 64 of 162
Plazas acquired by us, as per procedural guidelines issued by NPCI, nodal agency for NETC (National Electronic Toll Collection) programme.
lll) Integration with Toll Plazas acquired by us/to be acquired in future. mmm) Development, maintenance, customization and periodical up-gradation
of CRM (Customer Relationship Management) tools which should include web-based tool for complaint log in & resolution, generation of complaint log no, simultaneous generation and email & SMS code to merchants and closure of complaints only after feeding of acknowledgement code in the CRM system etc.
nnn) Effective inventory management of PoS terminals by using tools like Heart Beat, provision of Dash board showing active and inactive PoS terminals at real time.
ooo) Provide necessary input files for recon solutions, Bank’s online application for capturing onboarding requests / MIS at frequencies and formats as decided by Bank.
ppp) Capture GSTIN for merchants at their end and provide necessary input files for tax engine.
qqq) Responses to the observations on the output of Bank’s reconciliation solutions to be provided within 3 days of advising by the Bank.
Place of Service
1. Vendor(s) and their sub Vendors (if any) will work from their own location(s)
2. Bank may at its discretion, request for deployment of resource(s) at its premises for speedier settlement of day to day issues. In such case, Bank will arrange for sitting arrangements but no hardware / software / communication support would be extended to such resource(s)
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 65 of 162
Annexure-F
Indicative Commercial Bid
The indicative commercial Bid needs to contain the information listed hereunder in a sealed
envelope bearing the identification – “Indicative Commercial Bid for ____________”.
Name of the Bidder:
All services are detailed in scope of work
Sr.
No.
(A)
Type of service
(B)
Basis of
unit
(C)
Price
(D)
Expected
volume *
in a year
(E)
% of
Grand
Total (Sr
No 10,
cold D)
(F)
1 Terminal installation,
application downloading,
activation and Merchant
training charges (one time
per terminal).
Downloading of Bharat
QR merchant app.,
delivery of Tent
card/standee, User
manual, FAQ, Decals etc.
to merchant, test
transaction, Merchant
training charges (one time
per TID) etc. to make
Bharat QR acceptance
operational.
Per
terminal
200000 0.26
2 Migration cost from one
platform to another
Per
terminal
150000 0.26
3 Terminal de-installation
charges
Per
terminal
15000 0.26
4 Field visit charges Per visit 6000 0.26
5 Transaction processing
cost. Bank will reimburse
only for successful
transactions.
Per One lac
transaction
450
million
98.39
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 66 of 162
6 Dynamic Currency
conversion charges
Per Rs Ten
Thousand
Rs
120.00
million
0.26
7 Terminal servicing and
management fee (per
terminal p.m.). The
deployment will be on
PAN India basis.
Per
terminal
per month
500000 0.19
8 Daily Settlement,
Reconciliation,
Chargeback,
presentments, arbitrations
and periodical reporting,
merchant transaction
reporting, merchant
statements e mailing, MIS
for Bank (including the
new / revised MIS)
through e mail / SFTP /
hard copy in case
specifically mentioned
etc. The list is illustrative
and not exhaustive
Per
terminal
per month
500000 0.10
9 Help desk charges
(outgoing)
Per call 600000 0.02
10 Grand Total 100.00
11 Rate per man day for
developments.
200 man days in a
calendar year will be free
of costs
Per man
day
200 Rate per
man day
cannot
exceed
Rs
10000/-
*: these are projections / assumptions and in no way a commitment from Bank
1. 200 man days in a calendar year will be without any cost to the Bank. Bank will pay for
customization / development subject to negotiations for number of man days.
2. In case of Bharat QR and similar payment solutions, De-installation (Sr No 3) and
Terminal Servicing (Sr No 7) would not be payable. Daily settlement (Sr No 8) would be
80% of the charges applicable for a normal physical terminal.
3. L1 will be decided on the basis of Grand Total (Sr No 10), col D
4. Breakup of charges at column D (Sr No 1 to 9) for various activities will be arrived at
(rounded down to nearest two decimals) as per the respective percentage mentioned at
column F of the final L1 price (Sr no 10) of column D.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 67 of 162
5. Following would be payable for transaction processing (sr 5 of commercial bid, say Rs
X for every one lac transaction) on a monthly basis:
i. Rs X for every one lac up to ten lac transactions
ii. Rs 0.9X for every one lac transaction from Ten lac to One Crore transaction.
iii. Rs 0.8X for every one lac transaction from One crore to Ten crore Transactions
iv. Rs 0.7X for every one lac transaction from Ten crore to One Hundred crore
transactions.
v. Rs 0.6X for every one lac transaction from over One Hundred crore transactions.
6. Following would be payable for Terminal servicing fee (Sr No 7 of commercial bid,
assuming Rs Y per terminal) as under on a monthly basis:
i. Rs Y per terminal up to 50000 terminals
ii. Rs 0.9Y from 50001 to 150000 terminals
iii. Rs 0.8Y from 150001 to 300000 terminals
iv. Rs 0.7Y from 300001 to 1000000 terminals
v. Rs 0.6Y from 1000001 and above terminals
7. Management fee will not be payable for terminal(s) if the terminal(s) are out of order or
inactive for 15 days or more in a month for reasons attributable to service provider.
8. Cost for Standee / Decal / and other stationary, printing of QR codes, courier charges,
SMS charges in respect of Bharat QR and similar solutions will be borne by Service
Provider.
Breakup of Taxes and Duties
Sr. No.
Name of activity/Services Tax 1 Tax 2 Tax 3
Mention Name of Tax
1.
2.
3.
4.
5.
6.
Grand Total
Signature Seal of Company
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 68 of 162
ANNEXURE-G
FORMAT FOR EMD BANK GUARANTEE
To: ------------------- -------------------
Dear Sir,
EMD BANK GUARANTEE FOR SETUP, MANAGE AND OPERATE MERCHANT ACQUIRING SERVISES FOR STATE BANK GROUP RFP NO.SBI: DATED WHEREAS State Bank of India (SBI), having its Corporate Office at Nariman Point, Mumbai, and Regional offices at other State capital cities in India has invited Request for Proposal to setup, Manage and Operate Merchant Acquiring Business for State Bank Group as are set out in the Request for Proposal SBI: dated dd/mm/yyyy. 2. It is one of the terms of said Request for Proposal that the Bidder shall furnish a Bank Guarantee for a sum of Rs.10,00,000.00 (Rupees Ten Lakhs Only) as Earnest Money Deposit. 3. M/s. ________________________, (hereinafter called as Bidder, who are our constituents intends to submit their Bid for the said work and have requested us to furnish guarantee in respect of the said sum of Rs.10,00,000.00 (Rupees Ten Lakhs only) 4. NOW THIS GUARANTEE WITNESSETH THAT We _____________________________ (Bank) do hereby agree with and undertake to the State Bank of India, their Successors, assigns that in the event of the SBI coming to the conclusion that the Bidder has not performed their obligations under the said conditions of the RFP or have committed a breach thereof, which
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 69 of 162
conclusion shall be binding on us as well as the said Bidder, we shall on demand by the SBI, pay without demur to the SBI, a sum of Rs.10,00,000.00 (Rupees Ten Lakhs Only) that may be demanded by SBI. Our guarantee shall be treated as equivalent to the Earnest Money Deposit for the due performance of the obligations of the Bidder under the said conditions, provided, however, that our liability against such sum shall not exceed the sum of Rs.10,00,000.00 (Rupees Ten Lakhs Only).
5. We also agree to undertake to and confirm that the sum not exceeding Rs.10,00,000.00 (Rupees Ten Lakhs Only) as aforesaid shall be paid by us without any demur or protest, merely on demand from the SBI on receipt of a notice in writing stating the amount is due to them and we shall not ask for any further proof or evidence and the notice from the SBI shall be conclusive and binding on us and shall not be questioned by us in any respect or manner whatsoever. We undertake to pay the amount claimed by the SBI within 24 hours from the date of receipt of the notice as aforesaid. We confirm that our obligation to the SBI under this guarantee shall be independent of the agreement or agreements or other understandings between the SBI and the Bidder. This guarantee shall not be revoked by us without prior consent in writing of the SBI.
6. We hereby further agree that –
a) Any forbearance or commission on the part of the SBI in enforcing the
conditions of the said agreement or in compliance with any of the terms and conditions stipulated in the said Bid and/or hereunder or granting of any time or showing of any indulgence by the SBI to the Bidder or any other matter in connection therewith shall not discharge us in any way our obligation under this guarantee. This guarantee shall be discharged only by the performance of the Bidder of their obligations and in the event of their failure to do so, by payment by us of the sum not exceeding Rs.10,00,000.00 (Rupees Ten Lakhs Only)
b) Our liability under these presents shall not exceed the sum of Rs.10,00,000.00 (Rupees Ten Lakhs Only)
c) Our liability under this agreement shall not be affected by any infirmity or irregularity on the part of our said constituents in tendering for the said work or their obligations there under or by dissolution or change in the constitution of our said constituents.
d) This guarantee shall remain in force upto 180 days provided that if so desired by the SBI, this guarantee shall be renewed for a further period as may be indicated by them on the same terms and conditions as contained herein.
e) Our liability under this presents will terminate unless these presents are renewed as provided herein upto 180 days or on the day when our said
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 70 of 162
constituents comply with their obligations, as to which a certificate in writing by the SBI alone is the conclusive proof, whichever date is later.
f) Unless a claim or suit or action is filed against us within six months from that date or any extended period, all the rights of the SBI against us under this guarantee shall be forfeited and we shall be released and discharged from all our obligations and liabilities hereunder.
Notwithstanding anything contained hereinabove:
(a) Our liability under this Bank Guarantee shall not exceed Rs 10,00,000.00 (Rupees Ten Lakhs only)
(b) This Bank Guarantee shall be valid upto ……………………….
(c) We are liable to pay the guaranteed amount or any part thereof under this Bank Guarantee only and only if you serve upon us a written claim or demand on or before ……………………
Yours faithfully,
For and on behalf of
___________________________ Authorized official. (Note: This guarantee will require stamp duty as applicable in the State where it is executed and shall be signed by the official(s) whose signature and authority shall be verified)
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 71 of 162
ANNEXURE–H
PERFORMANCE BANK GUARANTEE FORMAT
(TO BE STAMPED AS AN AGREEMENT)
THIS PERFORMANCE BANK GUARANTEE AGREEMENT executed at ……..this…….day of ……….. 201 by ……………. (Name of the Bank)……….. having its Registered Office at …………….and its Branch at …………………………………………….(hereinafter referred to as "the Guarantor", which expression shall, unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include its successors and permitted assigns) IN FAVOUR OF State Bank of India, a Statutory Corporation constituted under the State Bank of India Act, 1955 having its Corporate Centre at State Bank Bhavan, Nariman Point, Mumbai and one of its offices at MAB IT Ops D222/2, Omsagar Complex, Nerul MIDC, hereinafter referred to as "SBI" which expression shall, unless repugnant to the subject, context or meaning thereof, be deemed to mean and include its successors and assigns).
WHEREAS M/s__________________________________________, incorporated under __________________________________ Act having its registered office at __________________________________ and principal place of business at __________________________________ (hereinafter referred to as “Service Provider/ Vendor” which expression shall unless repugnant to the context or meaning thereof shall include its successor, executor & assigns) has agreed to develop, implement and support Setup, Manager and Operate Merchant Acquiring Business for State Bank Group (hereinafter referred to as “Services”) to SBI in accordance with the Request for Proposal (RFP) No. SBI:xx:xx dated dd/mm/yyyy.
WHEREAS, SBI has agreed to avail the Services from the Service Provider for a period of ______ year(s). WHEREAS, in accordance with terms and conditions of the RFP/Purchase order/Agreement dated……………, Service Provider is required to furnish a Bank Guarantee for a sum of Rs.50,00,000.00 (Rupees Fifty Lakhs only) for due performance of the obligations of the Service Provider in providing the Services, in accordance with the RFP/Purchase order/Agreement guaranteeing payment of the said amount of Rs.50,00,000.00 (Rupees Fifty Lakhs only) to SBI, if Service Provider fails to fulfill its obligations as agreed in RFP/Agreement. WHEREAS, the Bank Guarantee is required to be valid for a total period of _____ months and in the event of failure, on the part of Service Provider, to fulfill any of
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 72 of 162
its commitments / obligations under the RFP/Agreement, SBI shall be entitled to invoke the Guarantee. AND WHEREAS, the Guarantor, at the request of Service Provider, agreed to issue, on behalf of Service Provider, Guarantee as above, for an amount of Rs.50,00,000.00 (Rupees Fifty Lakhs only) NOW THIS GUARANTEE WITNESSETH THAT
1. In consideration of SBI having agreed to entrust the Service Provider for rendering Services as mentioned in the RFP, we, the Guarantors, hereby unconditionally and irrevocably guarantee that Service Provider shall fulfill its commitments and obligations in respect of providing the Services as mentioned in the RFP/Agreement and in the event of Service Provider failing to perform / fulfill its commitments / obligations in respect of providing Services as mentioned in the RFP/Agreement, we (the Guarantor) shall on demand(s), from time to time from SBI, without protest or demur or without reference to Service Provider and not withstanding any contestation or existence of any dispute whatsoever between Service Provider and SBI, pay SBI forthwith the sums so demanded by SBI in each of the demands, subject to a cumulative maximum amount of Rs.50,00,000.00 (Rupees Fifty Lakhs only)
2. Any notice / communication / demand from SBI to the effect that Service Provider has failed to fulfill its commitments / obligations in respect of rendering the Services as mentioned in the Agreement, shall be conclusive, final & binding on the Guarantor and shall not be questioned by the Guarantor in or outside the court, tribunal, authority or arbitration as the case may be and all such demands shall be honoured by the Guarantor without any delay.
3. We (the Guarantor) confirm that our obligation to the SBI, under this
guarantee shall be independent of the agreement or other understandings, whatsoever, between the SBI and the Service Provider.
4. This guarantee shall not be revoked by us (the Guarantor) without prior consent in writing of the SBI.
WE (THE GUARANTOR) HEREBY FURTHER AGREE & DECLARE THAT-
(i) Any neglect or forbearance on the part of SBI to Service Provider or any
indulgence of any kind shown by SBI to Service Provider or any change in the terms and conditions of the Agreement or the Services shall not, in any way, release or discharge the Bank from its liabilities under this Guarantee.
(ii) This Guarantee herein contained shall be distinct and independent and shall be enforceable against the Guarantor, notwithstanding any Guarantee or Security now or hereinafter held by SBI at its discretion.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 73 of 162
(iii) This Guarantee shall not be affected by any infirmity or absence or irregularity in the execution of this Guarantee by and / or on behalf of the Guarantor or by merger or amalgamation or any change in the Constitution or name of the Guarantor.
(iv) The guarantee shall not be affected by any change in the constitution of SBI or Service Provider or winding up / liquidation of Service Provider, whether voluntary or otherwise
(v) This guarantee shall be a continuing guarantee during its validity period and the SBI can make its claim in one or more events within the total liability of the Guarantor mentioned herein.
(vi) This Guarantee shall remain in full force and effect for a period of __ years from the date of the issuance i.e. up to _________ Unless a claim under this Guarantee is made against us within three (3) months from that date i.e. on or before _____ , all your rights under this Guarantee shall be forfeited and we shall be relieved and discharged from all liabilities there under.
(vii) This guarantee shall be governed by Indian Laws and the Courts in Mumbai, India alone shall have the jurisdiction to try & entertain any dispute arising out of this guarantee.
Notwithstanding anything contained herein above:
(a) Our liability under this Bank Guarantee shall not exceed Rs.50,00,000.00 (Rupees Fifty Lakhs only) (b)This Bank Guarantee shall be valid upto………………………. c) We are liable to pay the guaranteed amount or any part thereof under this Bank Guarantee only and only if SBI serve upon us a written claim or demand on or before …………………… (date which is 3 months after date mentioned at (b) above.
Yours faithfully, For and on behalf of Bank. __________________________ Authorised official
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 74 of 162
ANNEXURE-I
Penalties
Besides penalties detailed elsewhere, Bank would be at liberty to deduct service specific
penalties as under
Service level
category
SLA Measure Penalty Calculation
Switching services
downtime
attributable to
vendor (scheduled
downtimes during
off peak hours
permitted by Bank
would be
excluded)
In minutes
Rs 1000/- per minute for first
thirty minutes, thereafter Rs
2000/- per minute. E.g : If switch
remains down for 70 minutes (on
more than one occasion), the
penalty for the month would be Rs
30000 + Rs 80000 = Rs 110000/-
Delayed staging Days
Amount of penalty / deductions
made by card scheme + actual loss
to the Bank + 0.01% of the staged
amount
Delay in
Installation / De-
installations for
reasons
attributable to
Vendor
Days Beyond TAT Rs 50/- per day per terminal,
maximum Rs 300/- per TID
Delay in sharing
credit files at T + 1
basis for reasons
attributable to
Vendor like
incorrect format,
actual delay etc
3/4th hourly basis
0.001% for every forty five
minutes (46 minutes would imply
0.002%) of the amount to be
credited to customers. This would
in excess of any interest claimed
by terminal holder for delayed
credit. The files are expected
before 09:00 am on all days. E.g:
if the total credit is Rs 200.00
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 75 of 162
crores and the file is delayed by
46 minutes, the penalty would be
0.002/100*2000000000=40000/-
Sharing of funding
and appropriation
files at T + 2 basis
( transfer of funds
from SBI accounts
to MAB DAU
receivable and
from MAB DAU
receivable
accounts to ME
payments accounts
Day basis Rs 20000/- for every day after T +
2
Delay in sharing of
MIS
If it occurs for more
than 5 occasions(in
aggregate for any or all
reports) in a calendar
month
Number of Days/100 % of the
management fee for that month.
(If it occurs for 5 occasions - nil,
but if it happens for more than 5,
then number of days/100 %
deduction of management fee. For
e.g, if it is delayed on 6 occasions,
the penalty would be 0.06% of the
management fee for that month).
Daily reports are expected by
10:00 am
Delay in sharing of
FIRC statement
with Bank as well
as terminal holders
To be received by 5th
working day of the
subsequent month for
all merchants
Number of days delayed/100 % of
the management fee for that
month
Non-compliance
of Regulatory
requirements
including ones by
card schemes
Any instance
Full fee will be held back till the
same is complied with. Any
penalty by any agency on account
of this would made good by the
Vendor.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 76 of 162
Data breaches Any instance, either by
insiders or outsiders
Actual amount of loss incurred by
card holders and the Bank, will be
made good by the Vendor. Any
penalty by any agency would have
to be made good by the Vendor.
Cost of potential or actual
exposure taken by the Bank for
data breach would be recovered
from the Vendor. Bank would be
free to terminate the contract,
blacklist the Vendor with various
agencies or initiate other actions
as deemed appropriate
Complaint
resolution
(terminal related)
Beyond TAT
1. Rs 50/- per complaint per day,
maximum Rs.300/- per complaint
Complaint
resolution
(financial nature)
Financial nature
/requests for settlement
details / request for
change of account
number / refund
requests / staging
requests: Day of
complaint / request +1
day
Any damage / interest / amount
claimed by the terminal holder /
card holder. This is in addition to
any losses suffered by Bank on
account of this.
Complaint
resolution
(reconciliation of
short / missing
credits)
Day of complaint /
request + 3 day
Any damage / interest / amount
claimed by the terminal holder /
card holder. This is in addition to
any losses suffered by Bank on
account of this.
Unsuccessful
dispute fulfillment
owing to lapses in
services by
Vendor
Beyond TAT as
applicable for each
such dispute
Penalty would be actual
transaction amount of the dispute
and any other direct losses to
Bank owing to lapses in services
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 77 of 162
Terminal,
Terminal
application and
switch mal-
function leading to
non-credit / excess
credits of funds
and disputes on
transactions
Each such instance
leading to dispute /
losses
Penalty would be actual
transaction amount of the dispute
and any other direct losses to
Bank owing lapses in services
Non-compliance
of Merchant for
dispute fulfillment
owing to lack of
communication (e
mail / SMS and
telephonic) from
Service Provider
to merchant
Beyond TAT as
applicable for each
such dispute
Penalty would be actual
transaction amount of the dispute
and any other direct losses to
Bank owing lapses in services
Noncompliance
with Bank’s
instruction to
perform critical
time bound tasks
of proactive Risk
management tasks
such as complete
or partial
deactivation etc.,
30 minutes of receipt of
e mail containing such
instructions
Additional exposure taken by
Bank in terms of transaction
amount authorized at the subject
terminal post noncompliance of
the service provider to the
instructions of the Bank within 30
minutes.
Inaction of the service provider
beyond 5 hours from the receipt of
on such instructions.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 78 of 162
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 79 of 162
ANNEXURE-J
NON-DISCLOSURE AGREEMENT
THIS RECIPROCAL NON-DISCLOSURE AGREEMENT (the “Agreement”) is
made at Mumbai between:
__________________________________ constituted under the _________ Act,
______ having its Corporate Centre at ___________________________
__________________________________ (hereinafter referred to as “Bank”
which expression includes its successors and assigns) of the ONE PART;
And
____________________________________ (hereinafter referred to as
“_________” which expression shall unless repugnant to the subject or context
thereof, shall mean and include its successors and permitted assigns) of the
OTHER PART;
And Whereas
1. _________________________________________ is carrying on business of
providing _________________________________, has agreed to
__________________________ for the Bank and other related tasks.
2. For purposes of advancing their business relationship, the parties would need
to disclose certain valuable confidential information to each other. Therefore, in
consideration of covenants and agreements contained herein for the mutual
disclosure of confidential information to each other, and intending to be legally
bound, the parties agree to terms and conditions as set out hereunder.
NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS UNDER
1. Confidential Information and Confidential Materials:
(a) “Confidential Information” means non-public information that Disclosing Party
designates as being confidential or which, under the circumstances surrounding
disclosure ought to be treated as confidential. “Confidential Information”
includes, without limitation, information relating to installed or purchased
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 80 of 162
Disclosing Party software or hardware products, the information relating to
general architecture of Disclosing Party’s network, information relating to nature
and content of data stored within network or in any other storage media,
Disclosing Party’s business policies, practices, methodology, policy design
delivery, and information received from others that Disclosing Party is obligated
to treat as confidential. Confidential Information disclosed to Receiving Party by
any Disclosing Party Subsidiary and/ or agents is covered by this agreement
(b) Confidential Information shall not include any information that: (i) is or
subsequently becomes publicly available without Receiving Party’s breach of
any obligation owed to Disclosing party; (ii) becomes known to Receiving Party
prior to Disclosing Party’s disclosure of such information to Receiving Party; (iii)
became known to Receiving Party from a source other than Disclosing Party
other than by the breach of an obligation of confidentiality owed to Disclosing
Party; or (iv) is independently developed by Receiving Party.
(c) “Confidential Materials” shall mean all tangible materials containing Confidential
Information, including without limitation written or printed documents and
computer disks or tapes, whether machine or user readable.
2. Restrictions
(a) Each party shall treat as confidential the Contract and any and all information
(“confidential information”) obtained from the other pursuant to the Contract and
shall not divulge such information to any person (except to such party’s own
employees and other persons and then only to those employees and persons
who need to know the same) without the other party’s written consent provided
that this clause shall not extend to information which was rightfully in the
possession of such party prior to the commencement of the negotiations
leading to the Contract, which is already public knowledge or becomes so at a
future date (otherwise than as a result of a breach of this clause). Receiving
Party will have executed or shall execute appropriate written agreements with
its employees and consultants specifically assigned and/or otherwise, sufficient
to enable it to comply with all the provisions of this Agreement. If the Service
Provider shall appoint any Sub-Contractor then the Service Provider may
disclose confidential information to such Sub-Contractor subject to such Sub
Contractor giving the Bank an undertaking in similar terms to the provisions of
this clause.
(b) Receiving Party may disclose Confidential Information in accordance with
judicial or other governmental order to the intended recipients (as detailed in
this clause), provided Receiving Party shall give Disclosing Party reasonable
notice prior to such disclosure and shall comply with any applicable protective
order or equivalent. The intended recipients for this purpose are:
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 81 of 162
(1) the statutory auditors of the Bank and
(2) regulatory authorities regulating the affairs of the Bank and inspectors
and supervisory bodies thereof
(c) The foregoing obligations as to confidentiality shall survive any termination of
this Agreement
(d) Confidential Information and Confidential Material may be disclosed,
reproduced, summarized or distributed only in pursuance of Receiving Party’s
business relationship with Disclosing Party, and only as otherwise provided
hereunder. Receiving Party agrees to segregate all such Confidential Material
from the confidential material of others in order to prevent mixing.
(e) Receiving Party may not reverse engineer, decompile or disassemble any
software disclosed to Receiving Party.
3. Rights and Remedies
(a) Receiving Party shall notify Disclosing Party immediately upon discovery of any
unauthorized used or disclosure of Confidential Information and/ or Confidential
Materials, or any other breach of this Agreement by Receiving Party, and will
cooperate with Disclosing Party in every reasonable way to help Disclosing Party
regain possession of the Confidential Information and/ or Confidential Materials
and prevent its further unauthorized use.
(b) Receiving Party shall return all originals, copies, reproductions and summaries
of Confidential Information or Confidential Materials at Disclosing Party’s
request, or at Disclosing Party’s option, certify destruction of the same.
(c) Receiving Party acknowledges that monetary damages may not be the only and
/ or a sufficient remedy for unauthorized disclosure of Confidential Information
and that disclosing party shall be entitled, without waiving any other rights or
remedies (as listed below), to injunctive or equitable relief as may be deemed
proper by a Court of competent jurisdiction.
a. Suspension of access privileges
b. Change of personnel assigned to the job
c. Financial liability for actual, consequential or incidental damages
d. Termination of contract
(d) Disclosing Party may visit Receiving Party’s premises, with reasonable prior
notice and during normal business hours, to review Receiving Party’s
compliance with the term of this Agreement.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 82 of 162
4. Miscellaneous
(a) All Confidential Information and Confidential Materials are and shall remain the
property of Disclosing Party. By disclosing information to Receiving Party,
Disclosing Party does not grant any expressed or implied right to Receiving
Party to disclose information under the Disclosing Party patents, copyrights,
trademarks, or trade secret information.
(b) Any document provided under this Agreement is provided with RESTRICTED
RIGHTS.
(c) Neither party grants to the other party any license, by implication or otherwise,
to use the Confidential Information, other than for the limited purpose of
evaluating or advancing a business relationship between the parties, or any
license rights whatsoever in any patent, copyright or other intellectual property
rights pertaining to the Confidential Information.
(d) The terms of Confidentiality under this Agreement shall not be construed to limit
either party’s right to independently develop or acquire product without use of
the other party’s Confidential Information. Further, either party shall be free to
use for any purpose the residuals resulting from access to or work with such
Confidential Information, provided that such party shall maintain the
confidentiality of the Confidential Information as provided herein. The term
“residuals” means information in non-tangible form, which may be retained by
person who has had access to the Confidential Information, including ideas,
concepts, know-how or techniques contained therein. Neither party shall have
any obligation to limit or restrict the assignment of such persons or to pay
royalties for any work resulting from the use of residuals. However, the
foregoing shall not be deemed to grant to either party a license under the other
party’s copyrights or patents.
(e) This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof. It shall not be modified except by a written
agreement dated subsequently to the date of this Agreement and signed by
both parties. None of the provisions of this Agreement shall be deemed to have
been waived by any act or acquiescence on the part of Disclosing Party, its
agents, or employees, except by an instrument in writing signed by an
authorized officer of Disclosing Party. No waiver of any provision of this
Agreement shall constitute a waiver of any other provision(s) or of the same
provision on another occasion.
(f) In case of any dispute, both the parties agree for neutral third party arbitration.
Such arbitrator will be jointly selected by the two parties and he/she may be an
auditor, lawyer, consultant or any other person of trust. The said proceedings
shall be conducted in English language at Mumbai and in accordance with the
provisions of Indian Arbitration and Conciliation Act 1996 or any Amendments
or Re-enactments thereto.
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 83 of 162
(g) Subject to the limitations set forth in this Agreement, this Agreement will inure
to the benefit of and be binding upon the parties, their successors and assigns.
(h) If any provision of this Agreement shall be held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall
remain in full force and effect.
(i) All obligations created by this Agreement shall survive change or termination of
the parties’ business relationship.
5. Suggestions and Feedback
(a) Either party from time to time may provide suggestions, comments or other
feedback to the other party with respect to Confidential Information provided
originally by the other party (hereinafter “feedback”). Both party agree that all
Feedback is and shall be entirely voluntary and shall not in absence of separate
agreement, create any confidentially obligation for the receiving party. However,
the Receiving Party shall not disclose the source of any feedback without the
providing party’s consent. Feedback shall be clearly designated as such and,
except as otherwise provided herein, each party shall be free to disclose and
use such Feedback as it sees fit, entirely without obligation of any kind to other
party. The foregoing shall not, however, affect either party’s obligations
hereunder with respect to Confidential Information of other party.
Dated this __________ day of _________ 2017 at __________
(month) (place)
For and on behalf of ___________________________
Name
Designation
Place
Signature
For and on behalf of ___________________________
Name
Designation
Place
Signature
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 84 of 162
ANNEXURE-K Pre-Bid Query Format
(To be provide strictly in Excel format)
Vendor Name
Sl. No
RFP Page No
RFP Clause
No.
Existing Clause
Query/Suggestions
RFP to Setup, Manage and Operate Merchant Acquiring Business for State
Bank Group
Page 85 of 162
ANNEXURE-L PRE CONTRACT INTEGRITY PACT
(TO BE STAMPED AS AN AGREEMENT)
General
This pre-Bid pre-contract Agreement (hereinafter called the Integrity Pact) is
made
on _____ day of the month of 201 , between, on the one
hand, the State Bank of India a body corporate incorporated under the
State Bank of India Act, 1955 having its Corporate Centre at State Bank
Bhavan, Nariman Point, Mumbai through its MAB IT Ops Department at